Exhibit 5
Premark International, Inc.
1717 Deerfield Road
Deerfield, Illinois  60015

     Re: $150,000 Principal Amount of Debt Securities

Ladies and Gentlemen:

     We refer to the Registration Statement on Form S-3 (the "Registration
Statement") being filed by Premark International, Inc. (the "Company") with the
Securities and Exchange Commission (the "SEC") under the Securities Act of 1933,
as amended (the "Securities Act"), relating to the shelf registration of
$150,000,000 principal amount of the Company's debt securities (the "Debt
Securities"). The Debt Securities are to be issued under an Indenture to be
dated as of September 15, 1990 between the Company and The First National Bank
of Chicago, as Trustee (the "Trustee").

       We are familiar with the proceedings to date with respect to the proposed
issuance and sale of the Debt Securities and have examined such records,
documents and questions of law, and satisfied ourselves as to such matters of
fact, as we have considered relevant and necessary as a basis for this opinion.

       Based on the foregoing, we are of the opinion that:

       1.  The Company is duly incorporated and validly existing under the laws
of the State of Delaware.

       2.  The Company has corporate power and authority to execute and deliver
the Indenture and to authorize and sell the Debt Securities.

       3.  Each series of Debt Securities will be legally issued and binding
obligations of the Company (except to the extent A may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer or other similar laws affecting the enforcement of creditors' rights
generally and by the effect of general principles of equity, regardless of
whether enforceability is considered in a proceeding in equity or at law) when
(i) the Registration Statement, as finally amended (including any necessary
post-effective amendments), shall have become effective under the Securities Act
and the Indenture (including any necessary supplemental indenture) shall have
been qualified under the Trust Indenture Act of 1939, as amended, and duly
executed and delivered by the Company and the Trustee; (ii) a Prospectus
Supplement with respect to such series of Debt Securities shall have been filed
(or mailed for filing) with the SEC pursuant to Rule 424 under the Securities
Act; (iii) the Company's Board of Directors or a duly authorized committee
thereof shall have duly adopted final resolutions authorizing the issuance and
sale of such series of Debt Securities as contemplated by the Registration
Statement and the Indenture; and (iv) such series of Debt Securities shall have
been duly executed and authenticated as provided in the Indenture and such
resolutions and shall have been duly delivered to the purchasers thereof against
payment of the agreed consideration therefor.

       For the purposes of this opinion, we have assumed that there will be no
changes in the laws currently applicable to the Company and that such laws will
be the only laws applicable to the Company.

       We do not find it necessary for the purposes of this opinion to cover,
and accordingly we express no opinion as to, the application of the securities
or blue sky laws of the various states to sales of the Debt Securities.

       We hereby consent to the filing of this opinion as an  Exhibit to the
Registration Statement and to all references to our firm included in or made a
part of the Registration Statement.

                                    Very truly yours



                                    SIDLEY & AUSTIN