[LETTERHEAD OF DECHERT PRICE & RHOADS APPEARS HERE]
 
                                      December 10, 1996

Crown Cork & Seal Company, Inc.
9300 Ashton Road
Philadelphia, PA  19136

          Re:  Form S-3 Registration Statement
               -------------------------------

Gentlemen:

          We have acted as counsel to Crown Cork & Seal Company, Inc. (the
"Company") in connection with the preparation of a Registration Statement on
Form S-3 (Registration No. 333-16869) (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), relating to the
issuance of an aggregate of up to $1,500,000,000 of debt securities (the "Debt
Securities") of the Company, Crown Cork & Seal Finance PLC, a public limited
company organized under the laws of England and Wales ("Crown Limited"), and
Crown Cork & Seal Finance S.A., a societe anonyme organized under the laws of
the Republic of France ("Crown S.A."; Crown Limited and Crown S.A. are
hereinafter collectively referred to as the "Subsidiaries"; and each of the
Subsidiaries or the Company, as the case may be, is hereinafter referred to as
the "Issuer" with respect to Debt Securities issued by it pursuant to the
indenture hereinafter referred to) pursuant to an indenture in the form filed as
Exhibit 4.1 to the Registration Statement (the "Indenture") among The Bank of
New York, as trustee, the Company, Crown Limited and Crown S.A.  Debt Securities
issued by either Subsidiary will be guaranteed by the Company pursuant to a
guarantee provided for under the Indenture (the "Guarantee").

          We have examined such corporate records and documents and other
matters as we have deemed necessary in order to render this opinion.

 
Crown Cork & Seal Company, Inc.
December 10, 1996
Page 2


          In our examination, we have assumed the genuiness of all signatures,
the authenticity of all documents submitted to us as originals and the
conformity to authentic original documents of all documents submitted to us as
copies.

          Based upon the foregoing, and subject to the limitations set forth
below, it is our opinion that under current law:

          1.  When the Debt Securities have been duly executed, authenticated
and delivered in accordance with the terms of the Indenture and delivered to the
purchasers thereof against payment therefor in accordance with the procedures
described in the Registration Statement, such Debt Securities will constitute
the legal and binding obligations of the Issuer.

          2.  When the Guarantee has been duly executed, authenticated and
delivered in accordance with the terms of the Indenture, and the Debt Securities
to which such Guarantee relates have been duly executed, authenticated and
delivered in accordance with the terms of the Indenture and delivered to the
purchasers thereof against payment therefor in accordance with the procedures
described in the Registration Statement, such Guarantee will constitute the
legal and binding obligation of the Company.

          Our opinions herein are limited solely to the laws of the United
States of America, the State of New York and the Commonwealth of Pennsylvania,
in each case to the extent applicable, and we express no opinion herein
concerning the laws of any other jurisdiction.  We understand that you are
relying on the opinions of Jeantet & Associes and Titmuss Sainer Dechert as to
matters involving the legality and binding nature of the Debt Securities issued
by Crown Limited and Crown S.A., respectively, which are governed by the laws of
the Republic of France and the United Kingdom, respectively, and no opinion is
expressed herein with respect to such matters.
 
          Our opinions herein are subject to the effect of any applicable
bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization or
similar law affecting creditors' rights or debtors' obligations generally and to
general equity principles, including (without limitation) concepts of
materiality, reasonableness, good faith and fair dealing, and other similar
doctrines affecting the legality and binding nature of obligations or agreements
generally.

          Our opinions herein are rendered solely for your benefit in connection
with the transaction contemplated herein.  Our opinions herein may not be used
or relied on by any other person, nor may this letter or any copies thereof be
furnished to a third party, filed with a government agency, quoted, cited or
otherwise referred to without our prior written consent, except as noted below.

 
Crown Cork & Seal Company, Inc.
December 10, 1996
Page 3


          We hereby consent to the filing of this opinion letter as Exhibit 5.1
to the Registration Statement and to the reference to this opinion letter under
the caption "Legal Matters" in the prospectus forming a part of the Registration
Statement.  In giving such consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act.

                                    Sincerely,



                                    DECHERT PRICE & RHOADS