Exhibit 5.1



                                                                August 6, 1998

RJR Nabisco, Inc.
RJR Nabisco Holdings Corp.
1301 Avenue of the Americas
New York, New York 10019-6013

Ladies and Gentlemen:

               I have acted as counsel for RJR Nabisco Holdings Corp. ("RJRN
Holdings"), RJR Nabisco, Inc. ("RJRN"), RJR Nabisco Holdings Capital Trust I,
RJR Nabisco Holdings Capital Trust II, RJR Nabisco Holdings Capital Trust III,
RJR Nabisco Holdings Capital Trust IV, RJR Nabisco Holdings Capital Trust V
and RJR Nabisco Holdings Capital Trust VI, (each a "Trust" and, with RJRN and
RJRN Holdings, the "Companies") in connection with the accompanying
Registration Statement on Form S-3 (together with its exhibits, the
"Registration Statement") for the issuance and sale of debt securities and
guarantees (the "Debt Securities") of RJRN and RJRN Holdings and preferred
securities (the "Equity Securities") of the Trusts.

               I have examined the Registration Statement and such other
documents and records, and made such other investigations, as I have deemed
necessary and relevant for this opinion.  Based on this review, I am of the
opinion that:

               1.  The Debt Securities of RJRN will by duly authorized,
legally valid and binding obligations of RJRN when they have been (a) duly
authorized and executed by RJRN; (b) duly authenticated as contemplated by the
Registration Statement; and (c) delivered against payment therefor in the
manner described in the Registration Statement and any applicable prospectus
or pricing supplement.

               2. The Debt Securities of RJRN Holdings will by duly
authorized, legally valid and binding obligations of RJRN Holdings when they
have been (a) duly authorized and executed by RJRN Holdings; (b) duly
authenticated as contemplated by the Registration Statement; and (c) delivered
against payment therefor in the manner described in the Registration Statement
and any applicable prospectus or pricing supplement.

               3.  The Equity Securities of each Trust will be legally issued,
fully paid and non-assessable when they have been duly authorized, issued and
sold as contemplated by the Registration Statement.

               The opinions in paragraphs 1 and 2 are subject to the effect of
bankruptcy, insolvency, reorganization, receivership, moratorium and other
similar laws affecting the rights and remedies of creditors generally and of
general principles of equity, whether applied by a court of law or equity.

               The opinions set forth herein are limited to the laws of the
State of New York, the General Corporation Law of the State of Delaware and
the federal laws of the United States.

               I hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the use of my name therein under the heading
"Legal Matters."

                                                  Very truly yours,