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                                                                     EXHIBIT 5

                     [DECHERT PRICE & RHOADS LETTERHEAD]

                                                                April 21, 1995

General Host Corporation
One Station Place
P.O. Box 10045
Stamford, CT 06904

                            General Host Corporation
                       Registration Statement on Form S-3

Dear Sirs:

        We have acted as counsel to General Host Corporation, a New York
corporation (the "Company") in connection with the above-captioned Registration
Statement (the "Registration Statement").  The Registration Statement relates
to the offer by the Selling Shareholders of up to 2,138,850 shares of Common
Stock of the Company, par value $1.00 per share (the "Shares"), together with
attached Rights.

        We have examined originals or copies, certified or otherwise identified
to our satisfaction, of such corporate records and other documents and have
conducted such other investigations of fact and law as we have deemed necessary
or advisable for purposes of this opinion.

        We are members of the bar of the State of New York and we do not
express herein any opinion as to any matters governed by any law other than the
law of the State of New York, and the federal law of the United States of
America.

        To the extent that the opinions hereinafter expressed relate to actions
and events that are to be performed or may take place in the future, such
opinions are generally qualified in that they are based on facts and conditions
presently prevailing and laws and regulations presently in effect.

        Upon the basis of the foregoing, and based upon legal considerations
which we deem relevant, we are of the opinion that the Shares and the Rights
are legally issued and the Shares are fully paid and nonassessable shares of
the capital stock of the Company.

        We consent to the filing of this opinion as an exhibit to the
Registration Statement.

                                       Very truly yours,