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EXHIBIT 5


                                 ROPES & GRAY
                           ONE INTERNATIONAL PLACE
                       BOSTON, MASSACHUSETTS 02110-2624

30 KENNEDY PLAZA               (617) 951-7000    1001 PENNSYLVANIA AVENUE, N.W.
PROVIDENCE, R.I. 02903                                         SUITE 1200 SOUTH
(401) 455-4400          TELECOPIER: (617) 951-7050       WASHINGTON, D.C. 20004
TELECOPIER: (401) 455-4401                                       (202) 626-3900
                                                     TELECOPIER: (202) 626-3961



                                                         September 15, 1995


The First Years Inc.
One Kiddie Drive
Avon, MA 02322

Ladies and Gentlemen:

        This opinion is furnished to you in connection with a registration
statement on Form S-1 (the "Registration Statement'), filed with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended for the registration of 1,380,000 shares of Common Stock, $.10 par value
(the "Shares"), of The First Years Inc., a Massachusetts corporation (the
"Company"). Of the Shares to be sold, 600,000 shares are being offered by the
Selling Stockholders (the "Stockholder Shares") and 780,000 shares are being
offered by the Company (the "Company Shares"). The Shares are to be sold
pursuant to an underwriting agreement (the "Underwriting Agreement") to be
entered into among the Company, the Selling Shareholders listed on Schedule I
to the Underwriting Agreement and A.G. Edwards & Sons, Inc. and Adams, Harkness
& Hill, Inc., as representatives of the underwriters named in Schedule II of
the Underwriting Agreement.

        We have acted as counsel for the Company in connection with the issue
and sale by the Company of the Shares. For purposes of our opinion, we have
examined and relied upon such documents, records, certificates and other
instruments as we have deemed necessary.

        Based upon the foregoing, we are of the opinion that the Stockholder
Shares have been duly authorized and are validly issued, fully paid and
nonassessable. We are also of the opinion that the Company Shares have been
duly authorized and, when issued and sold by the Company in accordance with the
terms of the Underwriting Agreement, will be validly issued, fully paid and
nonassessable.

        We hereby consent to the filing of this opinion as part of the
Registration Statement and to the use of our name therein and in the related
prospectus under the caption "Legal Matters."

        This opinion is to be used only in connection with the offer and sale
of the Shares while the Registration Statement is in effect.

                                        Very truly yours,



                                        Ropes & Gray