First Alert, Inc.
3901 Liberty Street Road
Aurora, IL  60504

Gentlemen:

        We are general counsel to First Alert, Inc., a Delaware corporation (the
"Company"),  and as such counsel we are familiar with the corporate  proceedings
taken in  connection  with the adoption of the Company's  1992 Time  Accelerated
Restricted  Stock  Option  Plan  (the  "Plan").  We are also  familiar  with the
registration  statement  to which a copy of this  opinion will be attached as an
exhibit.

        As such counsel,  we have examined the corporate records of the Company,
including  the Articles of  Organization,  By-laws,  stock  records,  minutes of
meetings of its Board of Directors and  stockholders and such other documents as
we have deemed necessary as a basis for the opinions herein expressed.

        Based   upon  the   foregoing,   and   having   regard  for  such  legal
considerations as we deem relevant, we are of the opinion that:

        1. The Company is duly organized and validly existing under
the laws of the State of Delaware;

        2. The Company has  authorized  the  issuance  of  30,000,000  shares of
common stock, $.01 par value per share, and 1,000,000 shares of Preferred Stock,
par value $.01 per share.

        3. The outstanding common stock of the Company has been duly authorized,
constitutes validly issued, fully paid and non-assessable shares of capital
stock of the Company and no personal liability attaches to any of the shares;
and

First Alert, Inc.
May 22, 1996
Page 2

        4. The shares of common stock issuable pursuant to the Plan, when issued
in accordance  with the terms thereof,  will be validly  issued,  fully paid and
non-assessable  shares of  capital  stock of the  Company  to which no  personal
liability will attach.

        We hereby  consent  to the  filing of this  opinion as an exhibit to the
Registration  Statement on Form S-8 and to the reference to us under the caption
"Interests of Named Experts and Counsel" in the Registration Statement.


                                Very truly yours,


                              HUTCHINS, WHEELER & DITTMAR
                               A Professional Corporation

MJR/WBD/kjm