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                                                                    EXHIBIT 5.2



                                        July 24, 1997



Pioneer Americas Acquisition Corp.
4200 NationsBank Center
700 Louisiana Street
Houston, Texas 77002

Re:     Registration Statement on Form S-4
        (File No. 333-30683)

Dear Sirs:

I am Vice President, General Counsel and Secretary of Pioneer Americas
Acquisition Corp., a Delaware corporation (the "Company" and together with its
subsidiaries, the "Issuers") and have acted as such in connection with various
legal matters relating to the filing of a Registration Statement on Form S-4
(File No. 333-30683) (The "Registration Statement") under the Securities Act of
1933, as amended (the "Securities Act"), covering up to $200,000,000 in
aggregate principal amount of 9-1/4% Series B Senior Secured Notes due 2007
(the "Exchange Notes") offered in exchange for up to $200,000,000 in aggregate
principal amount of outstanding 9-1/4% Series A Senior Secured Notes due 2007
in reliance upon an exemption from registration under the Securities Act (the
"Original Notes").  The Original Notes were issued under, and the Exchange
Notes are to be issued under, the Indenture, dated as of June 17, 1997, among
the Issuers and the United States Trust Company of New York, as trustee.  The
exchange will be made pursuant to an exchange offer (the "Exchange Offer")
contemplated by the Registration Statement.  Capitalized terms used but not
otherwise defined herein shall have the meanings assigned to them in the
Registration Statement.

In so acting, I have examined copies of such records of the Issuers and such
other certificates and documents as I have deemed relevant and necessary for
the opinions hereinafter set forth.  In such examination, I have assumed the
genuineness of all signatures, the authenticity of all documents submitted
to me as originals and the conformity to authentic originals of all documents
submitted to me as certified or reproduced copies.  I have also assumed the
legal capacity of all persons executing such documents and the truth and
correctness of any representations or warranties therein contained.  As to
various questions of 
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Pioneer Americas Acquisition Corp.
July 24, 1997
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fact material to such opinions, I have relied upon certificates of officers of
the Issuers and of public officials.


Based upon the foregoing, I am of the opinion that:

1.      Imperial West Chemical Co., All-Pure Chemical Co., Black Mountain Power
        Company, All-Pure Chemical Northwest, Inc., Pioneer Chlor Alkali
        International, Inc., G.O.W. Corporation, T.C. Holdings, Inc. and T.C. 
        Products, Inc. (collectively, the "Non-Delaware Subsidiaries") are duly 
        formed and validly existing under the laws of their respective
        jurisdictions of incorporation.   

2.      The Indenture has been duly authorized, executed and delivered by each
        of the Non-Delaware Subsidiaries.  Each of the Exchange Notes and the
        Guarantees have been duly authorized by each of the Non-Delaware
        Subsidiaries. 

This opinion letter is limited to the matters stated herein and no opinion is
implied or may be inferred beyond the matters expressly stated.  This opinion
letter may be relied upon by Willkie Farr & Gallagher in connection with the
Exchange Offer.

This letter speaks only as of the date hereof and is limited to present
statutes, regulations and administrative and judicial interpretations.  I
undertake no responsibility to update or supplement this letter after the date
hereof.

I consent to your filing copies of this opinion as an exhibit to the 
Registration Statement or any amendment thereto.

                                        Sincerely,

                                        /s/ Kent R. Stephenson

                                        Kent R. Stephenson
                                        Vice President, 
                                        General Counsel and
                                        Secretary