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                                                                   EXHIBIT 5.2
   
                    [WEIL, GOTSHAL & MANGES LLP LETTERHEAD]
    

                                        
   


                               October 23, 1997
    



Hedstrom Holdings, Inc.
585 Slawin Court
Mount Prospect, Illinois 60056

Ladies and Gentlemen:

         We have acted as counsel to Hedstrom Holdings, Inc., a Delaware
corporation ("Holdings") in connection with the preparation and filing by
Hedstrom and the Guarantors of a Registration Statement on Form S-1
(Registration No. 333-32385) (as amended to date, the "Registration
Statement"), initially filed with the Securities and Exchange Commission on
July 30, 1997 under the Securities Act of 1933, as amended (the "Securities
Act"), relating to $44,612,000 in aggregate principal amount at maturity of 12%
Senior Discount Notes due 2009 (the "New Notes") of Holdings that may be issued
in exchange for a like aggregate principal amount at maturity of the issued and
outstanding 12% Senior Discount Notes due 2009 (the "Old Notes") of Holdings.
Holdings proposes to offer, upon the terms set forth in the Registration
Statement, to exchange $1,000 principal amount at maturity of New Notes for
each $1,000 principal amount at maturity of Old Notes (the "Exchange Offer").
The New Notes will be offered under an Indenture dated as of June 1, 1997, by
and among Holdings and United States Trust Company of New York, as trustee (the
"Indenture"). Capitalized terms defined in the Registration Statement and not
otherwise defined herein are used herein as so defined.

         In so acting, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of the Indenture, the form of the New
Note filed as an exhibit to the Registration Statement and such corporate
records, agreements, documents and other instruments, and such certificates or
comparable documents of public officials and of officers and representatives of
Holdings, and have made such inquiries of such officers and representatives as
we have deemed relevant and necessary as a basis for the opinions hereinafter
set forth.



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Hedstrom Holdings, Inc.
October 23, 1997
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         In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
documents submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. As to all questions of
fact material to this opinion that have not been independently established, we
have relied upon certificates or comparable documents of officers and
representatives of Holdings.

         Based on the foregoing, and subject to the qualifications stated
herein, we are of the opinion that, assuming that the Indenture has been duly
authorized, executed and delivered by the parties thereto and that the issuance
of New Notes upon consummation of the Exchange Offer has been duly authorized
by Holdings, when (i) the New Notes issuable upon consummation of the Exchange
Offer have been duly executed by Holdings and authenticated by the trustee
therefor in accordance with the terms of the Indenture and (ii) the New Notes
issuable upon consummation of the Exchange Offer have been duly delivered
against receipt of Old Notes surrendered in exchange therefor, the New Notes
issuable upon consummation of the Exchange Offer will constitute the legal,
valid and binding obligations of Holdings, enforceable against it in accordance
with their terms, subject to applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and similar laws affecting creditors'
rights and remedies generally, and subject, as to enforceability, to general
principles of equity, including principles of commercial reasonableness, good
faith and fair dealing (regardless of whether enforcement is sought in a
proceeding at law or in equity), and subject to the qualification that we
express no opinion as to the effect on the New Notes of the laws of any
jurisdiction other than the State of New York, including laws which limit the
rates of interest that may legally be contracted for, charged or collected.

         The opinions expressed herein are limited to the laws of the State of
New York and the federal laws of the United States, and we express no opinion
as to the effect on the matters covered by this letter of the laws of any other
jurisdiction.








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Hedstrom Holdings, Inc.
October 23, 1997
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         We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and the reference to this firm under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement.

                                            


                                             Very truly yours,

   
                                             /S/ WEIL, GOTSHAL & MANGES LLP