Exhibit 5.1


                                 June __, 1995


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

   Ladies and Gentlemen:

             We have acted as counsel for RJR Nabisco Holdings Corp., a Delaware
   corporation ("Holdings"), and RJR Nabisco Holdings Capital Trust I, a
   statutory business trust created under the Business Trust Act of the State of
   Delaware (the "Trust"), in connection with the preparation and filing with
   the Securities and Exchange Commission (the "Commission") under the
   Securities Act of 1933, as amended (the "Act"), of a Registration Statement
   on Form S-4 (Registration No. ___________ ), as amended (the "Registration
   Statement"), relating to (i) the offer by the Trust (the "Offer") to exchange
   its _____% Trust Originated Preferred Securities ("TOPrS") (the "Preferred
   Securities") for up to 49,000,000 outstanding Series B Depositary Shares
   ("Depositary Shares") each representing 1/1000 of a share of Series B
   Cumulative Preferred Stock of Holdings and (ii) in connection therewith, the
   deposit by Holdings with the Trust as trust assets of its _____% Junior
   Subordinated Debentures due 2044 (the "Junior Subordinated Debentures"). 
   Concurrently with the delivery of Junior Subordinated Debentures to the
   Trust, Holdings will make a cash contribution to the Trust, the proceeds of
   which will be used by the Trust to purchase as trust assets additional Junior
   Subordinated Debentures.  The Junior Subordinated Debentures are to be issued
   under an Indenture dated as of June __, 1995 (as supplemented by the First
   Supplemental Indenture dated as of June __, 1995, the "Indenture"), to be
   entered into by and between Holdings and The Bank of New York, as trustee. 
   The Preferred Securities will be guaranteed (the "Guarantee") by Holdings to
   the extent described in the Prospectus forming a part of the Registration
   Statement.  




             RJR Nabisco Holdings Corp.   2                 June __, 1995


             We have examined originals or copies, certified or otherwise
   identified to our satisfaction, of such documents, corporate records,
   certificates of public officials and other instruments as we have deemed
   necessary or advisable for the purpose of rendering this opinion.

             Based on the foregoing, we are of the opinion that:

             1.   Assuming that the Indenture and the Junior Subordinated
        Debentures have been duly authorized, when (i) the Registration
        Statement has become effective under the Act, (ii) the Indenture has
        been duly executed and delivered, (iii) the terms of the Junior
        Subordinated Debentures have been duly established in accordance with
        the Indenture and (iv) the Junior Subordinated Debentures have been duly
        executed and authenticated in accordance with the Indenture and duly
        issued and delivered to the Trust as contemplated by the Registration
        Statement, the Junior Subordinated Debentures will constitute valid and
        binding obligations of Holdings, enforceable in accordance with their
        terms, except as (i) the enforceability thereof may be limited by
        bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium
        or other similar laws now or hereinafter in effect relating to or
        affecting the enforcement of creditors' rights generally and (ii) the
        availability of equitable remedies may be limited by equitable
        principles of general applicability (regardless of whether considered in
        a proceeding at law or in equity).

             2.   Assuming that the Guarantee has been duly authorized, when (i)
        the Registration Statement has become effective under the Act, (ii) the
        Guarantee has been duly executed and delivered, (iii) the Preferred
        Securities have been duly issued and delivered in exchange for the
        Depositary Shares as contemplated by the Registration Statement, the
        Guarantee will constitute a valid and binding obligation of Holdings,
        enforceable in accordance with its terms, except as (i) the
        enforceability thereof may be limited by bankruptcy, insolvency,
        reorganization, fraudulent transfer, moratorium or similar laws now or
        hereinafter in effect relating to or affecting the enforcement of
        creditors' rights generally and (ii) the availability of equitable
        remedies may be limited by equitable principles of general applicability
        (regardless of 




             RJR Nabisco Holdings Corp.   3                 June __, 1995

        whether considered in a proceeding at law or in equity).

             We are members of the Bar of the State of New York and our opinion
   is limited to the Federal laws of the United States, the laws of the State of
   New York and the General Corporation Law of the State of Delaware. 

             We hereby consent to the filing of this opinion as an exhibit to
   the Registration Statement and to the use of our name under the heading
   "Legal Matters" in the Prospectus forming a part of the Registration
   Statement.

                                 Very truly yours,