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                                                                     EXHIBIT 5.1
                        KANTROW, SPAHT, WEAVER & BLITZER
                        (A PROFESSIONAL LAW CORPORATION)
                                ATTORNEYS AT LAW
                             SUITE 300, CITY PLAZA
                              445 NORTH BOULEVARD
                              POST OFFICE BOX 2997
                       BATON ROUGE, LOUISIANA 70821-2997

                                                        Telephone (504) 383-4703
                                                        FAX       (504) 343-0630
                                                                  (504) 343-0637


                                 July 28, 1994




United Companies Financial Corporation
4041 Essen Lane
P. O. Box 1591
Baton Rouge, LA 70821-1591

         Re:     Registration Statement on Form S-8 for United Companies
                 Financial Corporation's 1993 Stock Incentive Plan and 1993
                 Non-Employee Director Stock Option Plan

Gentlemen:

         We have acted as counsel to United Companies Financial Corporation
(the "Company") in connection with the preparation of the Registration
Statement on Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission covering 1,000,000 shares of the Company's
$2.00 par value common stock (the "Common Stock") reserved for issuance upon
the exercise of options granted under the Company's 1993 Stock Incentive Plan
and 1993 Non-Employee Director Stock Option Plan (the "Plans").

         We have examined the originals, or copies certified or otherwise
identified to our satisfaction, of the Company's Articles of Incorporation, as
amended, its By-Laws, as amended, resolutions of its Board of Directors, and
such other documents and corporate records as we have deemed necessary as the
basis for the opinion expressed herein.  Based upon the foregoing and in
reliance thereon, and after examination of such matters of law as we deemed
applicable or relevant hereto, it is our opinion that:

         1.      The Company has been duly incorporated under the laws of the
                 State of Louisiana and is validly existing and in good
                 standing under the laws of that State; and

         2.      The 1,000,000 shares of the Company's Common Stock covered by
                 the Registration Statement have been duly authorized and, when
                 duly issued in accordance with the terms of the Plans, and
                 delivered against payment therefor as provided therein, will
                 be legally issued, fully paid, and non-assessable.
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         We hereby expressly consent to the reference to our firm in the
Registration Statement under the caption "Interest of Named Experts and
Counsel", to the inclusion of this opinion as an exhibit to the Registration
Statement and to the filing of this opinion with any appropriate governmental
agency.

                                       Very truly yours,
                                       KANTROW, SPAHT, WEAVER & BLITZER
                                       (A PROFESSIONAL LAW CORPORATION)


                                       /s/ KANTROW, SPAHT, WEAVER & BLITZER
                                       (A Professional Law Corporation)