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                                                                     EXHIBIT 5.1


                                March 28, 1994


Lear Seating Corporation
21557 Telegraph Road
Southfield, MI 48034

  Re:  Registration Statement on Form S-1 of Lear Seating
       Corporation (No. 33-52565) (the "Registration Statement")

Gentlemen:

   We have acted as special counsel to Lear Seating Corporation, a Delaware
corporation (the "Company"), in connection with the registration on Form S-1 of
the offer and sale (the "Offering") of up to 10,312,500 shares of Common Stock
of the Company, par value $.01 per share (the "Common Stock").  Of the
10,312,500 shares being offered in the Offering, (i) 7,187,500 shares are being
offered by the Company (assuming the exercise of the underwriters' 
over-allotment option) and (ii) 3,125,000 are being offered by a selling 
stockholder (the "Selling Stockholder").

   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 Common Stock, as filed with the
Securities and Exchange Commission (the "Commission") on March 8, 1994 under
the Act, the United States preliminary prospectus dated March 16, 1994, the
International preliminary prospectus dated March 16, 1994 and Amendment No. 1
to the Registration Statement filed with the Commission on April 1, 1994 (as so
amended, the "Registration Statement"); (ii) the Restated Certificate of 
Incorporation of the Company, which will be in effect prior to the commencement
of the Offering (the "Charter"); (iii) the Amended and Restated By-laws of the 
Company, as currently in effect (the "By-laws"); (iv) the form of the United 
States underwriting agreement to be entered into by the Company, Lehman 
Brothers, Kidder, Peabody & Co. Incorporated, Morgan Stanley & Co. 
Incorporated and Wertheim Schroder & Co. Incorporated (the "U.S. Underwriting 
Agreement"); (vii) the form of the International underwriting agreement to be
entered into by the Company, Lehman Brothers International (Europe), Kidder, 
Peabody International Limited, Morgan Stanley & Co. International Limited 
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Lear Seating Corporation
March 25, 1994
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and Wertheim Schroder International Limited (the "International Underwriting
Agreement," and together with the U.S. Underwriting Agreement, the
"Underwriting Agreements") and (viii) resolutions of the Board of Directors of 
the Company relating to, among other things, the issuance and sale of the 
Common Stock 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.

   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 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 <1> upon
the filing of the Charter with the Secretary of State of Delaware:

   <2>(a)  The 7,187,500 shares of Common Stock covered by the Registration
Statement, when sold by the Company in accordance with the provisions of the
Underwriting Agreements following approval thereof by the Pricing Committee of
the Board of Directors of the Company, shall be legally issued, fully paid and 
non-assessable.

   (b) The 3,125,000 shares of Common Stock covered by the Registration
Statement, when sold by the Selling Stockholder in accordance with the
provisions of the Underwriting Agreements, shall be legally issued, fully paid 
and non-assessable.

   We hereby consent to the reference to our firm under the heading 
<3> "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