EXHIBIT 5

                                BINGHAM DANA LLP
                               150 Federal Street
                          Boston, Massachusetts 02110

                                  May 4, 1998
Specialty Catalog Corp.
21 Bristol Drive
South Easton, MA  02375

     Re:  Specialty Catalog Corp. Registration Statement on Form S-3 Relating to
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          3,854,152 Shares of Common Stock
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Ladies and Gentlemen:

     We have acted as counsel for Specialty Catalog Corp., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of 3,854,152 shares of the
Company's Common Stock, $0.01 par value per share, of which 3,168,653 shares are
issued and outstanding (the "Outstanding Shares") and 685,499 shares are subject
to options (the "Option Shares", and referred to hereinafter together with the
Outstanding Shares as the "Shares"), all of which shares are to be sold by
certain selling shareholders, pursuant to a Registration Statement on Form S-3
(as amended, the "Registration Statement"), initially filed with the Securities
Exchange Commission on May 6, 1998.

     We have reviewed the corporate proceedings of the Company with respect to
the authorization of the issuance of the Shares.  We have also examined and
relied upon originals or copies, certified or otherwise identified or
authenticated to our satisfaction, of such corporate records, instruments,
agreements or other documents of the Company, and certificates of officers of
the Company as to certain factual matters, and have made such investigation of
law and have discussed with officers and representatives of the Company such
questions of fact, as we have deemed necessary or appropriate as a basis for the
opinions hereinafter expressed.  In connection with the issuance of the Shares,
(a) we have examined and relied upon a certificate of the Treasurer of the
Company, and (b) our investigation revealed that certain corporate records
concerning the original issuance of certain Shares were either missing or
incomplete, and, as a consequence, we have relied upon the presumption of
regularity and continuity to the extent necessary to enable us to provide that
opinion.  In our examinations, we have assumed the genuineness of all
signatures, the conformity to the originals of all documents reviewed by us as
copies, the authenticity and completeness of all original documents reviewed by
us in original or copy form and the legal competence of each individual
executing any document.

     We have also assumed, with respect to the Option Shares, that the exercise
price therefor will have been paid to the Company pursuant to the terms of the
options and the Company's stock option plan.  We have further assumed that the
registration requirements of the Act and all applicable requirements of state
laws regulating the sale of securities will have been duly satisfied.

     This opinion is limited solely to the Delaware General Corporation Law as
applied by courts located in Delaware.

     Based upon and subject to the foregoing, we are of the opinion that the
Shares were duly authorized, the Outstanding Shares are validly issued and are
fully-paid and non-assessable, and the Option Shares, when delivered and paid
for in accordance with the provisions of the option agreements and the Company's
stock option plan, will be validly issued, fully-paid and non-assessable.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

                              Very truly yours,


                              /s/  Bingham Dana LLP
                              BINGHAM DANA LLP