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                                                                     EXHIBIT 5.1





June 19, 1995

United Companies Financial Corporation
4041 Essen Lane
Baton Rouge, Louisiana  70809

Re:      United Companies Financial Corporation
         Registration Statement on Form S-3     

Gentlemen:

We have acted as special counsel for United Companies Financial Corporation, a
Louisiana corporation (the "Company"), in connection with the registration by
the Company of (A) up to $200,000,000 aggregate initial offering price of its
(i) unsecured debt securities (the "Debt Securities"), which may be either
senior or subordinated and (ii) shares of its preferred stock, par value $2.00
per share (the "Preferred Stock" and together with the Debt Securities, the
"Securities") and (B) an indeterminate number of shares of its common stock,
par value $2.00 per share, and associated preferred share purchase rights and
Debt Securities that may be issued upon conversion or exchange of Securities as
set forth in the Registration Statement on Form S-3 (the "Registration
Statement") that is being filed with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act").  We may also act as special counsel to the Company in
connection with the possible future registration of up to $40,000,000 aggregate
initial offering price of Securities that may be registered pursuant to Rule
462(b) under the Securities Act by means of an additional registration
statement relating to the Registration Statement (any such additional
registration statement, the "462(b) Registration Statement").

The Securities are to be issued, separately or together, in one or more series
and are to be sold from time to time as set forth in the Registration
Statement, the prospectus contained therein
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United Companies Financial Corporation
June 19, 1995
Page 2


and any amendments or supplements thereto and the 462(b) Registration
Statement, if any.

The senior Debt Securities and the subordinated Debt Securities are to be
issued pursuant to separate Indentures (each, an "Indenture") between the
Company and The First National Bank of Chicago, as trustee, and State Street
Bank and Trust Company, as trustee, respectively (each, a "Trustee").  Certain
of the terms of each series of Debt Securities may be set forth in a
supplemental indenture to an Indenture (each, a "Supplemental Indenture")
between the Company and a Trustee.

Attorneys involved in the preparation of this opinion are admitted to practice
law in the State of New York and we do not express any opinion herein
concerning, any law other than the laws of the State of New York and the laws
of the United States of America.

We have examined copies of the articles of incorporation, as amended, and
by-laws of the Company, forms of the Indentures and forms of the Debt
Securities included therein, as well as the Registration Statement and forms of
the agreements and other documents filed or to be filed as exhibits thereto.
We also have examined the original or reproduced or certified copies of all
such records of the Company, all such agreements, certificates of officers and
representatives of the Company and others, and such other documents, papers,
statutes and authorities as we deemed necessary to form the basis of the
opinions hereinafter expressed.  In such examinations, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to
us as originals and the conformity to original documents of copies of documents
supplied to us by the Company and others.  As to certain matters of fact
relevant to the opinions hereinafter expressed, we have relied upon statements
and certificates of officers of the Company and others.

Based upon the foregoing, we are of the opinion that when the issuance,
execution and delivery of each series of Debt Securities (including any Debt
Securities issued pursuant to the 462(b) Registration Statement, if any) has
been authorized by all necessary corporate action of the Company (subject to
the terms thereof being otherwise in compliance with applicable law at such
time) and otherwise in accordance with the provisions of the applicable
Indenture and related Supplemental Indenture, if any, and when such Debt
Securities have been duly executed, authenticated and delivered by the
applicable Trustee and sold as
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United Companies Financial Corporation
June 19, 1995
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described in the Registration Statement, (a) such Debt Securities will
constitute valid and binding obligations of the Company, enforceable in
accordance with their terms, subject to the effect of bankruptcy, insolvency,
moratorium, fraudulent conveyance and similar laws relating to or affecting
creditors' rights generally and court decisions with respect thereto, except
that we express no opinion with respect to the application of equitable
principles in any proceeding, whether at law or in equity, and (b) the holders
of such Debt Securities will be entitled to the benefits provided by the
applicable Indenture and related Supplemental Indenture, if any.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, to the incorporation by reference of this opinion in
any 462(b) Registration Statement, to the reference to us in the prospectus and
each related prospectus supplement forming a part of the Registration
Statement, and to the filing of this opinion as an exhibit to any application
made by or on behalf of the Company or any dealer in connection with the
registration of the Securities under the securities or blue sky laws of any
state or jurisdiction.  In giving such permission, we do not admit hereby that
we come within the category of persons whose consent is required under Section
7 of the Securities Act or the rules and regulations of the Commission
thereunder.

Very truly yours,



/s/ STROOCK & STROOCK & LAVAN