EXHIBIT 5.1
                                                         
                               ALSTON & BIRD LLP


                                 March 16, 1998


Provident Companies, Inc.
1 Fountain Square
Chattanooga, Tennessee 37402


Ladies and Gentlemen:

          This opinion is given in connection with the public offering by
Provident Companies, Inc. (the "Company") of $200,000,000 principal amount of
7.25% Senior Notes due March 15, 2028 of the Company (the "Notes").  The
offering of the Notes will be made pursuant to a Prospectus Supplement dated
March 16, 1998 (the "Prospectus Supplement"), relating to the Prospectus dated
May 22, 1997, filed with the Company's Shelf Registration Statement (Commission
File No. 333-25009) on Form S-3 (the "Registration Statement").  The Notes are
proposed to be issued by the Company pursuant to an indenture dated March 16,
1998 between the Company and The Chase Manhattan Bank, New York, New York, as
Trustee (the "Indenture").

          As counsel to the Company, we have examined the relevant corporate and
other documents incident to the giving of this opinion.  In our examination, we
have assumed the genuineness of all signatures and the authenticity of all
documents submitted to us as original documents, and conformity to original
documents of all documents submitted to us as certified, conformed or
photostatic copies. Based upon the foregoing, we are of the following opinion:

          The Notes covered by the Registration Statement, when issued, sold and
authenticated in accordance with the terms of the Indenture pursuant to the
Underwriting Agreement between the Company and Morgan Stanley & Co. Incorporated
on behalf of the underwriters will be duly authorized, legally issued, valid and
binding obligations of the Company.

          We hereby consent to the incorporation by reference of this opinion
into the Registration Statement.  We further consent to the reference to our
firm under the heading "Legal Opinions" in the Prospectus and "Legal Matters" in
the Prospectus Supplement.

                            Very truly yours,

                            /s/ David E. Brown, Jr.
                            -----------------------------------
                                David E. Brown, Jr., Partner