EXHIBIT 5
                                                                       ---------

                      Winthrop, Stimson, Putnam & Roberts
                               Financial Centre
                             695 East Main Street
                       Stamford, Connecticut 06904-6760




                                  July 8, 1997



Silgan Holdings Inc.
4 Landmark Square
Stamford, CT 06901


     Re:  Registration Statement on Form S-4
          of Silgan Holdings Inc.
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Gentlemen:

          We have acted as counsel to Silgan Holdings Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing by
the Company with the Securities and Exchange Commission of a Registration
Statement on Form S-4 (the "Registration Statement") under the Securities Act of
1933, as amended (the "Act"), relating to up to $300 million aggregate principal
amount of the Company's 9% Senior Subordinated Debentures due 2009 (the "New
Debentures") to be issued by the Company in exchange for an equal aggregate
principal amount of its outstanding 9% Senior Subordinated Debentures due 2009.

          In connection with this opinion, we have examined copies of (i) the
Registration Statement; (ii) a specimen copy of the debenture representing the
New Debentures; (iii) an originally executed copy of the Indenture (the
"Original Indenture") dated as of June 9, 1997 between the Company (as successor
to Silgan Corporation), as Issuer, and The First National Bank of Chicago, as
Trustee (the "Trustee"), with respect to the 9% Senior Subordinated Debentures
due 2009 of the Company (as successor to Silgan Corporation); (iv) an originally
executed copy of the First Supplemental Indenture (the "Supplemental Indenture")
dated as of June 24, 1997 among the Company, Silgan Corporation and the Trustee,
to the Original Indenture (the Original Indenture, as modified by the
Supplemental Indenture, being referred to herein as the "Indenture"); (v) copies
of the restated certificate of incorporation of the Company, as certified by the
Secretary of State of the State of Delaware; (vi) the amended and restated by-

 
laws of the Company; (vii) copies of certain resolutions of the Board of
Directors of the Company; and (viii) all other records, agreements, instruments
and documents that we have deemed relevant or necessary as the basis for the
opinion hereinafter set forth.  In stating our opinion, we have assumed the
genuineness of all signatures on original documents (except when executed in our
presence), the authenticity of documents submitted to us as originals and the
conformity to originals of all copies submitted to us as certified, conformed or
reproduction copies.

          Based upon the foregoing and subject to the limitations set forth
herein, we are of the opinion that the New Debentures have been duly authorized
by the Company and that when the Registration Statement has become effective
under the Act and the New Debentures have been executed, authenticated and
issued in accordance with the terms of the Indenture and as contemplated by the
Registration Statement, the New Debentures will be entitled to the benefits of
the Indenture and will be legal, valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms, except as 
(a) the validity, binding effect and enforceability thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium and other laws affecting
creditors' rights generally and (b) rights of acceleration and the availability
of equitable remedies may be limited by equitable principles of general
applicability (regardless of whether such enforceability is considered in a
proceeding in equity or in law).

          The foregoing opinion is limited to the Federal laws of the United
States and the General Corporation Law of the State of Delaware, and we express
no opinion as to the effect of the laws of any other jurisdiction.

          The opinion expressed herein is solely for your benefit and may not be
relied upon in any manner or for any purpose by, or furnished to, any other
person without our express written consent.

          We consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5 to the Registration Statement and to the
reference to our firm under the caption "Legal Matters" in the Prospectus
constituting a part of the Registration Statement.

                                  Very truly yours,



                                  /s/ Winthrop, Stimson, Putnam & Roberts
                               
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