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                                                                     EXHIBIT 5.1


                                 June 28, 1996



Lear Corporation
21557 Telegraph Road
Southfield, Michigan  48034

   RE:   REGISTRATION STATEMENT ON FORM S-3 OF
         LEAR CORPORATION (NO. 333-05807)
         (THE "REGISTRATION STATEMENT")

Ladies and Gentlemen:

   We have acted as special counsel to Lear Corporation, a Delaware corporation
(the "Company"), in connection with the registration on Form S-3 of the offer
and sale (the "Offering") of up to 17,250,000 shares of Common Stock of the
Company, par value $0.01 per share (the "Common Stock").  Of the 17,250,000
shares being offered in the Offering, (i) 7,500,000 are being offered by the
Company and (ii) 9,750,000 (assuming the exercise of the underwriter's
over-allotment options) are being offered by selling stockholders (the "Selling
Stockholders").

   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 June 12, 1996 under
the Act, as amended by Amendment No. 1 thereto filed with the Commission on
June 18, 1996, and as amended by Amendment No. 2 thereto filed with the
Commission on June 28, 1996  (as so amended, the "Registration Statement"),
(ii) the United States preliminary prospectus dated June 18, 1996, (iii) the
International preliminary prospectus dated  June 18, 1996, (iv) the Restated
Certificate of Incorporation of the Company, as currently in effect (the
"Charter"),  (v) the Amended and Restated By-laws of the Company, as currently
in effect (the "By-Laws"), (vi) the form of the United States Underwriting
Agreement to be entered into by the Company, the Selling Stockholders, Lehman
Brothers Inc., Donaldson, Lufkin & Jenrette Securities Corporation, Morgan
Stanley & Co. Incorporated, PaineWebber Incorporated and Schroder Wertheim &
Co. Incorporated (the "U.S. Underwriting Agreement"), (vii) the form of the
International Underwriting Agreement to be entered into by the Company, the
Selling Stockholders, Lehman Brothers International (Europe), Donaldson, Lufkin
& Jenrette Securities Corporation, Morgan Stanley & Co. International Limited,
PaineWebber International (U.K.) Ltd.,  and J. Henry Schroder & Co. Limited
(the "International Underwriting Agreement," and together with the U.S.
Underwriting Agreement, the "Underwriting Agreements") and (viii) resolutions
of the Board of
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Lear Corporation
June 28, 1996
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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:

     (a)  the 7,500,000 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 Special Committee of
the Board of Directors of the Company, shall be legally issued, fully paid and
non-assessable.

     (b)  the 9,750,000 shares of Common Stock covered by the Registration
Statement are and, when sold by the Selling Stockholders in accordance with the
provisions of the Underwriting Agreements, will be legally issued, fully paid
and non-assessable.

   We hereby consent to the reference to our firm under the heading "Legal
Matters"  in the prospectuses included in 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