1

                                                             EXHIBIT 5.1

                       [LETTERHEAD OF WINSTON & STRAWN]

                                                        January 12, 1994


Lear Seating Corporation
21557 Telegraph Road
Southfield, Michigan  48034

        Re:  Registration Statement on Form S-1 of
             Lear Seating Corporation
             (No. 33-51317) (the "Registration Statement")
             ---------------------------------------------

Gentlemen:

        We have acted as special counsel for Lear Seating Corporation, a
Delaware corporation (the "Company"), in connection with the preparation of the
Registration Statement relating to the sale of $145,000,000 aggregate principal
amount of the Company's ___% Subordinated Notes due 2002 (the "Notes"), to be
issued under an indenture dated as of February __, 1994 (the "Indenture") among
the Company, as issuer, and The First National Bank of Boston, as trustee.

        This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the
"Act").

        In connection with this opinion, we have examined and are familiar
with originals or copies, certified or otherwise identified to our
satisfaction, of (i) the Registration Statement relating to the Notes, as filed
with the Securities and Exchange Commission (the "Commission") on December 7,
1993 under the Act, Amendment No. 1 thereto filed with the Commission on
December 17, 1993 and Amendment No. 2 thereto filed with the Commission on
January 12, 1994; (ii) the Certificate of Incorporation of the Company, as
currently in effect (the "Charter"); (iii) the By-laws of the Company, as
currently in effect, (the "By-laws"); (iv) the form of Indenture; (v) the form
of the Notes; (vi) the form of the underwriting ageement to be entered into by
the Company, Lehman Brothers Inc., BT Securities Corporation and Chemical
Securities Inc. (the "Underwriting Agreement"); and (vii) resolutions of the
Board of Directors of the Company relating to, among other things, the issuance
and sale of the Notes and the filing of the Registration Statement.  We have
also examined such other documents as we have deemed necessary or appropriate
as a basis for the opinion set forth below.


   2

January 12, 1994
Lear Seating Corporation
Page Two



        In our examination, we have assumed the legal capacity of all natural
persons, 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 latter documents.  As to any facts
material to this opinion which we did not independently establish or verify, we
have relied upon oral or written statements and representations of officers and
other representatives of the Company and others.

        Based upon and subject to the foregoing, we are of the opinion that:

        The issuance and sale of the Notes have been duly authorized by
requisite corporate action on the part of the Company, and the Notes, when
executed and authenticated in accordance with the provisions of the Indenture
and delivered to and paid for by the Underwriters in accordance with the terms
of the Underwriting Agreement, will be valid and binding obligations of the
Company entitled to the benefits of the Indenture and enforceable against the
Company in accordance with their terms except to the extent that the
enforceability thereof may be limited by (a) bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium or other similar laws now or hereafter
in effect relating to credtors' rights generally and (b) general principles of
equity (regardless of whether enforceability is considered in a proceeding at
law or in equity).

        We hereby consent to the reference to our firm under the heading "Legal
Matters" in the Prospectus forming a part of the Registration Statement and to
the filing of this opinion with the Commission as an exhibit to the
Registration Statement.  In giving such consent, we do not concede that we are
experts within the meaning of the Act or the rules and regulations thereunder
or that this consent is required by Section 7 of the Act.

                                                Very truly yours,

                                                /s/ Winston & Strawn