[LETTERHEAD OF HOWARD, DARBY & LEVIN]



   
                                                                    May 20, 1998
    

Eagle-Picher Holdings, Inc.
Suite 500
250 East Fifth Street
Cincinnati, Ohio 45202

Ladies and Gentlemen:

   
     In connection with the registration under the Securities Act of 1933, as
amended (the "Act"), pursuant to the Registration Statement (No. 333-49971) on
Form S-4 (the "Registration Statement") filed with the Securities and Exchange
Commission, of (a) 14,191 shares of 11 3/4% Series B Cumulative Redeemable
Exchangeable Preferred Stock (the "Series B Preferred Stock") of Eagle-Picher
Holdings, Inc., a Delaware corporation (the "Company") and (b) $141,910,000
aggregate principal amount of 11 3/4% Exchange Debentures due 2008 of the
Company (the "Exchange Debentures" and, together with the Series B Preferred
Stock, the "Securities"), we have reviewed such corporate records, certificates
and other documents, and such questions of law, as we have considered necessary
or appropriate for the purposes of this opinion, including the Certificate of
Designations, Preferences and Rights of 11 3/4% Series A Cumulative Redeemable
Exchangeable Preferred Stock and 11 3/4% Series B Cumulative Redeemable
Exchangeable Preferred Stock (the "Certificate of Designation") and the
Exchange Debentures Indenture among the Company and The Bank of New York, 
as Trustee in the form filed with the Registration Statement
(the "Exchange Debentures Indenture").

     Upon the basis of such examination and subject to the foregoing
assumptions, we advise you that, in our opinion, (i) when the Registration
Statement has become effective under the Act, and the certificates evidencing  
the Series B Preferred Stock have been duly executed and countersigned in 
accordance with the Certificate of Designation and issued in exchange for the 
11 3/4% Series A Cumulative Redeemable Exchangeable Preferred Stock (the 
"Series A Preferred Stock" and, together with
    


 


Eagle-Picher Holdings, Inc.                                                  -2-

   
the Series B Preferred Stock, the "Preferred Stock") previously issued by the
Company in accordance with the exchange offer contemplated by the Registration
Statement, and assuming compliance with the Act, the Series B Preferred Stock
will be validly issued, fully paid and nonassessable, and (ii) the Exchange
Debentures, if issued, when duly executed and authenticated in accordance
with the Exchange Debentures Indenture and issued in exchange for Preferred
Stock previously issued by the Company, and assuming compliance 
with the Act, will constitute the valid and binding obligations 
of the Company, enforceable against the Company in accordance with their 
terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, 
moratorium and other laws of general applicability relating to or affecting 
creditors' rights, to general equity principles, and to the qualification 
that we express no opinion with respect to the waivers contained in 
Section 4.04 of the Exchange Debentures Indenture.
    

         We are members of the bar of the State of New York. We do not purport
to be experts in, and we do not express any opinion on, any laws other than the
law of the State of New York, the Delaware General Corporation Law and the
Federal law of the United States of America.

         We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to our firm under the heading "Legal
Matters" in the Prospectus. 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 Act.




                                             Very truly yours,

                                            /s/ Howard, Darby & Levin