EXHIBIT 5

                                February 3, 1997

The Board of Directors
First Brands Corporation
83 Wooster Heights Road
Danbury, Connecticut 06813-1911

        Re:    First Brands Corporation
               Registration Statement on
               Form S-8 (No. 333-               )
               ----------------------------------

Dear Sirs:

        I am the  General  Counsel  to  First  Brands  Corporation,  a  Delaware
corporation  (the  "Company"),  and have acted as its counsel in connection with
its  Registration  Statement on Form S-8 (the  "Registration  Statement")  being
filed on the date hereof and relating to 120,000  shares of Common Stock,  $0.01
par value  per share  (the  "Common  Stock"),  of the  Company  and the  related
Preferred  Stock  Purchase  Rights  (such shares of Common Stock and the related
Preferred  Stock  Purchase  Rights,  collectively,  the  "Shares")  which may be
offered and sold pursuant to the First Brands Corporation Non-Employee Directors
Stock Option Plan (the "Plan") of the Company.

        In that connection,  I have examined  originals,  or copies certified or
otherwise  identified to my satisfaction,  of such documents,  corporate records
and other  instruments as I have deemed necessary or appropriate for the purpose
of  rendering  this  opinion,   including:   (a)  the  Restated  Certificate  of
Incorporation of the Company,  as amended to the date hereof; (b) the By-laws of
the Company, as amended to the date hereof; (c) the Registration Statement;  (d)
resolutions  adopted by the Board of  Directors of the Company in respect of the
Plan and the Rights  Agreement,  dated as of March 22, 1996  between the Company
and  Continental  Stock  Transfer and Trust  Company,  as Rights Agent;  (e) the
resolution  adopted by the Stockholders of the Company ratifying the adoption of
the Plan as set forth in Exhibit A to the Proxy Statement for the Annual Meeting
of Stockholders held on October 27, 1995; and (f) the Plan.

        Based upon the  foregoing,  and assuming that the exercise  price of any
option granted under the Plan shall not be less than the par value of the Common
Stock,  I am of the opinion that the Shares have been duly  authorized and will,
when issued upon the exercise of options in








accordance  with  provisions  of the Plan,  be  validly  issued,  fully paid and
nonassesable.

        I hereby  consent to the reference to me under the caption  "Interest of
Named Experts and Counsel" in the Registration Statement, to the reference to me
under the  caption  "Legality"  in the  documents  constituting  the  Prospectus
relating to the  Registration  Statement,  and to the filing of this  opinion as
Exhibit 5 to the Registration Statement.

                                Very truly yours,

                                /s/ Einar M. Rod

                                Einar M. Rod
                                General Counsel

EMR/sc

                                      - 2 -