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                                                                     Exhibit 5.2



                                                              August 29, 2000



Huntsman Packaging Corporation
500 Huntsman Way
Salt Lake City, Utah 84108

Ladies and Gentlemen:

                  We have acted as special counsel to Huntsman Packaging
Corporation, a Utah Corporation (the "Issuer"), in connection with the Issuer's
offer (the "Exchange Offer") to exchange its 13% Senior Subordinated Notes due
2010 (the "Old Notes"), which are guaranteed by Edison Plastics International,
Inc., a Delaware corporation, Huntsman Bulk Packaging Corporation, a Utah
corporation, Huntsman Container Corporation International, a Utah corporation,
Huntsman Edison Films Corporation, a Delaware corporation, Huntsman Film
Products of Mexico, Inc., a Utah corporation, Huntsman KCL Corporation, a Utah
corporation, Huntsman Packaging Georgia, Inc., a Georgia corporation, and
Huntsman Packaging of Canada, LLC, a Utah limited liability company
(collectively, the "Note Guarantors"), for a like principal amount of any or all
of its 13% Senior Subordinated Notes due 2010 that have been registered under
the Securities Act of 1933 (the "New Notes"), which will also be guaranteed by
each of the Note Guarantors (the "Guarantees").

                  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.

                  For purposes of our opinion, we have assumed that the Issuer
and each of the Notes Guarantors (i) is a corporation or limited liability
company duly organized, validly existing and in good standing under the laws of
its state of organization, (ii) has the corporate or limited liability company
power and corporate or limited liability company authority to consummate the
Exchange Offer and the transactions contemplated thereby, including the
execution, delivery and performance of its obligations under the New Notes or
the Guarantees of the New Notes, as the case may be, (iii) has taken all
requisite corporate or limited liability company action to authorize the
performance of the Exchange Offer and the transactions contemplated thereby,
including the execution, delivery and performance of its obligations under the
New Notes or the Guarantees of the New Notes, as the case may be, and (iv) will
duly execute and deliver the New Notes and any other documents necessary to
effect the Exchange Offer.



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Huntsman Packaging Corporation
500 Huntsman Way
Salt Lake City, Utah 84108
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          Upon the basis of the foregoing, we are of the opinion that:

                  1. When the New Notes have been duly executed, authenticated
and delivered in accordance with the Indenture dated as of May 31, 2000 (the
"Indenture") among the Issuer, the Note Guarantors and The Bank of New York, as
Trustee, in exchange for the Old Notes in accordance with the Indenture and the
Exchange Offer, the New Notes will be valid and binding obligations of the
Issuer enforceable against the Issuer in accordance with their terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance and similar laws affecting creditors' rights generally and subject to
general principles of equity.

                  2. When the New Notes have been duly executed, authenticated
and delivered in accordance with the Indenture in exchange for the Old Notes in
accordance with the Indenture and the Exchange Offer, the Guarantees will be the
valid and binding obligations of the Note Guarantors enforceable against the
Note Guarantors in accordance with their terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and
similar laws affecting creditors' rights generally and subject to general
principles of equity.

                  We are members of the Bar of the State of New York and the
foregoing opinion is limited to the laws of the State of New York.

                  We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement on Form S-4 (File No. 333-42008), as amended (the
"Registration Statement"), relating to the Exchange Offer. We also consent to
the reference to us under the caption "Legal Matters" in the two forms of
prospectus contained in the Registration Statement. In giving this consent, we
do not thereby admit that we are included in the category of persons whose
consent is required under Section 7 of the Securities Act of 1933 or the rules
and regulations promulgated thereunder.

                  This opinion is rendered solely to you in connection with the
above matter. This opinion may not be relied upon by you for any other purpose
or relied upon by or furnished to any other person without our prior written
consent.



                                      Very truly yours,



                                      O'SULLIVAN GRAEV & KARABELL, LLP