1
                                                                     EXHIBIT 5.1

                [KANTROW, SPAHT, WEAVER & BLITZER LETTERHEAD]


                                 August 11, 1997



United Companies Financial Corporation
4041 Essen Lane
Post Office Box 1591
Baton Rouge, Louisiana 70821-1591

         Re:     Registration Statement on Form S-8

Ladies and Gentlemen:

         We have acted as counsel to United Companies Financial Corporation, a
Louisiana 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 (i) 1,500,000 shares of
the Company's $2.00 par value common stock (the "Common Stock") initially
reserved for issuance under the Company's 1996 Long-Term Incentive Compensation
Plan (the "Employee Plan") and (ii) the 400,000 shares of Common Stock reserved
for issuance under the Company's 1996 Non-Employee Director Stock Plan (the
"Director Plan," and together with the Employee Plan, the "1996 Plans").

         We have examined the originals, or copies certified or otherwise
identified to our satisfaction, of the 1996 Plans, the Company's Restatement of
the Articles of Incorporation, its By-Laws, as amended, resolutions of its
Board of Directors, or Committees of the Board of Directors, and such other
documents and corporate records as we have deemed necessary as the basis for
the opinions 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
United Companies Financial Corporation
August, 11, 1997
Page 2


2.       The 1,900,000 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 1996 Plans, as applicable, and
         delivered as provided therein, will be legally issued, fully paid, and
         non-assessable.

With respect to the opinion in Paragraph 1 that the Company is validly existing
and in good standing under the laws of the State of Louisiana, we have relied
solely upon a Certificate of Good Standing issued by the Louisiana Secretary of
State dated August 7, 1997.

         We hereby expressly consent to the reference to our firm in the
Registration Statement under the caption "Interests 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)