EXHIBIT 5

                                                   February 2, 1998

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 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 1,800,000 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 1998 Performance Stock Option and
Incentive 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)
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 24, 1997; and (e) 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

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