EXHIBIT 5.1

                                 July 22, 1998



 

To the Board of Directors
of Owens Corning

Ladies and Gentlemen:

          We are acting as counsel for Owens Corning (the "Company") in
connection with the Registration Statement on Form S-3 (Registration No. 333-
47961) filed by the Company with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), on March 13, 1998, as amended by Amendment No. 1 filed with the
Commission on April 10, 1998 and Amendment No. 2 filed with the Commission on
April 16, 1998 (the Registration Statement as amended, at the time it became
effective, being hereinafter referred to as the "Registration Statement"),
relating to the offering from time to time of up to $1,000,000,000 of unsecured
debt securities, as set forth in the Prospectus dated April 16, 1998 (the
"Prospectus"), and in connection with the offering by the Company of
$400,000,000 aggregate principal amount of 7 1/2% Debentures due August 1, 2018
(the "Debentures") pursuant to a supplement to the Prospectus dated July 22,
1998 filed with the Commission pursuant to Rule 424(b)(2) under the Securities
Act (the "Prospectus Supplement").

          The Debentures are being issued pursuant to an Indenture dated as of
May 5, 1997 (the "Indenture") between the Company and The Bank of New York,
trustee (the "Trustee").

          We are familiar with the corporate proceedings of the Company to date
with respect to the issuance and sale of the Debentures, including resolutions
of the Board of Directors of the Company authorizing the Indenture and the
issuance, offering and sale of the Debt Securities, and we have examined such
corporate records of the Company and such other documents and certificates as we
have deemed necessary as a basis for the opinions hereinafter expressed.

 
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          Based on the foregoing, and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that the
Debentures have been duly authorized and when authenticated by the Trustee in
accordance with the Indenture, and delivered to and paid for by the underwriters
pursuant to the Underwriting Agreement, dated July 22, 1998 among the Company
and the underwriters named therein, will constitute valid and legally binding
obligations of the Company enforceable against the Company in accordance with
their terms, except as enforcement thereof may be limited by bankruptcy,
insolvency (including, without limitation, all laws relating to fraudulent
transfers), reorganization, moratorium or other similar laws relating to or
affecting the enforcement of creditors' rights generally and general equitable
principles (regardless of whether enforcement is considered in a proceeding in
equity or at law).

          We hereby consent to the use of this opinion as an exhibit to the
Company's Current Report on Form 8-K dated July 22, 1998 and to the use of our
name under the heading "Legal Opinions" in the Prospectus and "Validity of the
Debentures" in the Prospectus Supplement.  In giving this consent, we do not
thereby concede that we come within the category of persons whose consent is
required by the Securities Act or the General Rules and Regulations promulgated
thereunder.

                                    Very truly yours,


                                    SHEARMAN & STERLING



 


 
DC/AC