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                                                                   EXHIBIT NO. 5

                          WHITMAN BREED ABBOTT & MORGAN
                                 200 Park Avenue
                            New York, New York 10166




                                           January 19, 1996

Carter-Wallace, Inc.
1345 Avenue of the Americas
New York, New York 10105


                  Re:    Carter-Wallace, Inc. -
                         4,500,000 Shares of Common Stock

Gentlemen:

         We refer to the Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
filed by Carter-Wallace, Inc., a Delaware corporation (the "Company"), with the
Securities and Exchange Commission (the "Commission"). The Registration
Statement covers 4,500,000 shares (the "Shares") of the Company's Common Stock,
par value $1.00 per share, to be issued and sold by the Company to its eligible
employees pursuant to the Company's 1996 Long-Term Incentive Plan (the "Plan").

         We have examined the original, or a photostatic or certified copy, of
such records of the Company, certificates of officers of the Company and of
public officials and such other documents as we have deemed relevant and
necessary as the basis for the opinion set forth below. In such examination, we
have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies.


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         Based upon our examination mentioned above, subject to the assumptions
stated and relying on statements of fact contained in the documents that we have
examined, we are of the opinion that the Shares proposed to be issued by the
Company have been duly authorized for issuance and that the Shares, when issued
in accordance with the terms of the Plan, will have been validly issued and will
be fully paid and non-assessable.

         We consent to the filing of this opinion as an Exhibit to the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required under section 7 of the
Securities Act or the General Rules and Regulations of the Commission.

                                                Very truly yours,


                                                WHITMAN BREED ABBOTT & MORGAN




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