EXHIBIT 5
                                   ---------



Converse Inc.
One Fordham Road
North Reading, Massachusetts 01864



                              September 30, 1996



Converse Inc.
One Fordham Road
North Reading, Massachusetts 01864

            RE:  CONVERSE INC. REGISTRATION STATEMENT ON FORM S-8

Ladies and Gentlemen:

          I am employed as General Counsel of Converse Inc., a Delaware
corporation ("Converse" or the "Company"), and as such I, and attorneys working
for me, have acted on behalf of Converse as counsel in connection with the
preparation of the Registration Statement on Form S-8 (the "Registration
Statement"), which Converse proposes to file with the Securities and Exchange
Commission.  The Registration Statement relates to the registration under the
Securities Act of 1933, as amended (the "Securities Act"), of 1,420,000 of the
Company's common stock, without par value (the "Shares").  The Shares are to be
issued by the Company upon exercise of certain stock options granted, or to be
granted, to certain employers or consultants of Converse and its subsidiaries
pursuant to (i) the Converse Inc. 1994 Stock Option Plan, as amended and
restated (the "1994 Plan"), (ii) the Converse Inc. 1995 Non-Employee Director
Stock Option Plan (the "1995 Plan"), and (iii) the Consulting Agreement between
Converse Inc. and Mark Goldston dated October 13, 1995 (the "Goldston
Agreement").

          This opinion is rendered in accordance with the requirements of Item
601(b) (5) of Regulation S-K of the Securities and Exchange Commission.

          I, or such attorneys working for me, have examined or considered such
matters of law and fact and such corporate records, certificates and other
documents as I, or they, have deemed necessary.  In the course of such
examination, I, and such attorneys working for me, have assumed the genuineness
of all signatures, the authenticity of all documents submitted as originals and
the conformity to the originals

 
of all documents submitted as certified, photostatic or conformed copies. I have
relied, as to certain legal matters, on the advice of such attorneys working for
me who are more familiar with such matters.

          Based on and subject to the foregoing and the qualifications set forth
below, I am of the opinion that upon the issuance, delivery and payment for the
Shares under the terms of the 1994 Plan, the 1995 Plan or the Goldston
Agreement, as applicable, the Shares will be duly authorized, validly issued,
fully paid and non-assessable.

          I am admitted to the Bar of the Commonwealth of Massachusetts, and I
express no opinion as to the laws of any other jurisdiction other than the
Delaware General Corporation Law.  In that connection, you should be aware that
I am not admitted to the Bar of the State of Delaware and am not an expert in
the law of such jurisdiction.  Accordingly, such opinions concerning the
Delaware General Corporation Law are based upon my review of the Delaware
General Corporation Law and my reasonable (although not necessarily complete)
familiarity with the Delaware General Corporation Law as a result of my prior
involvement in transactions involving such Law.

          I hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an Exhibit to the Registration Statement on Form S-8
being filed by the Company.  In giving such consent, I do not thereby admit that
I am acting within the category of persons whose consent is required under
Section 7 of the Securities Act or the regulations of the Securities and
Exchange Commission thereunder.


                              Very truly yours,



                              /s/ Jack A. Green
                              -----------------
                              Jack A. Green

JAG/sls