Exhibit 5


                     [LETTERHEAD OF SULLIVAN & CROMWELL]


                                                       October 7, 1996




Commonwealth Aluminum Corporation,
   1200 Meidinger Tower,
      462 S. 4th Avenue,
         Louisville, Kentucky  40202.

Dear Sirs:

          In connection with the registration under the Securities Act of 1933
(the "Act") of $125,000,000 principal amount of 10 3/4% Senior Subordinated
Notes Due 2006 (the "Securities") of Commonwealth Aluminum Corporation, a
Delaware corporation (the "Company"), we, as your counsel, have examined such
corporate records, certificates and other documents, and such questions of law,
as we have considered necessary or appropriate for the purposes of this opinion.

          Upon the basis of such examination, we advise you that, in our
opinion, when the Registration Statement has become effective under the Act and
the Securities have been duly executed and authenticated in accordance with the
Indenture relating to the Securities and issued and delivered as contemplated in
the Registration Statement, the Securities will constitute valid and legally
binding obligations of the Company, subject to bankruptcy,





Commonwealth Aluminum Corporation                                     -2-


insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors' rights and to general
equity principles.

          The foregoing opinion is limited to the Federal laws of the United
States, the laws of the State of New York and the General Corporation Law of the
State of Delaware, and we are expressing no opinion as to the effect of the laws
of any other jurisdiction.

          We have relied as to certain matters on information obtained from
public officials, officers of the Company and other sources believed by us to be
responsible, and we have assumed that the Indenture has been duly authorized,
executed and delivered by the Trustee thereunder, an assumption which we have
not independently verified.

          We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the heading "Validity of
New Notes" in





Commonwealth Aluminum Corporation                                     -3-


the Prospectus.  In giving such consent, we do not thereby admit that we are in
the category of persons whose consent is required under Section 7 of the Act.


                                        Very truly yours,


                                        SULLIVAN & CROMWELL