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                 [LATHAM & WATKINS ATTORNEYS AT LAW LETTERHEAD]




                                 July 14, 1999


Holmes Products Corp.
233 Fortune Boulevard
Milford, MA  01757


          Re:  Registration Statement No. 333-77905; $31,250,000 in aggregate
               principal amount of 9 7/8% Senior Subordinated Notes due 2007

Ladies and Gentlemen:

          In connection with the registration of $31,250,000 in aggregate
principal amount of Series D 9 7/8% Senior Subordinated Notes due 2007 (the
"NEW SECURITIES") by Holmes Products Corp., a Massachusetts corporation (the
"COMPANY"), and the guarantees of the New Securities (the "NEW GUARANTEES") by
Holmes Manufacturing Corp., a Massachusetts corporation, Holmes Air (Taiwan)
Corp., a Massachusetts corporation, Holmes Motor Corp., a Delaware corporation,
The Rival Company, a Delaware corporation, Patton Electric Company, Inc., an
Indiana corporation, Patton Building Products, Inc., a Delaware corporation, and
Rival Consumer Sales Corporation, a Missouri corporation (collectively, the
"GUARANTORS"), under the Securities Act of 1933, as amended (the "ACT"), on Form
S-4 filed with the Securities and Exchange Commission (the "COMMISSION") on May
6, 1999 (File No. 333-77905), as amended by Amendment No. 1 filed with the
Commission on June 18, 1999 and Amendment No. 2 filed with the Commission on
July 2, 1999 (collectively, the "REGISTRATION STATEMENT"), you have requested
our opinion with respect to the matters set forth below. The New Securities and
the New Guarantees will be issued pursuant to an indenture (the "INDENTURE"),
dated as of February 5, 1999, among the Company, the Guarantors and State Street
Bank and Trust Company, as Trustee (the "TRUSTEE"). The New Securities and the
New Guarantees will be issued in exchange for the Company's outstanding Series C
9 7/8% Senior Subordinated Notes due 2007 (the "OLD SECURITIES") and the
guarantees of the Old Securities by the Guarantors


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Holmes Products Corp.
July 14, 1999
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(the "OLD GUARANTEES") on the terms set forth in the prospectus contained in the
Registration Statement and the letter of transmittal filed as an exhibit thereto
(the "EXCHANGE OFFER").

          We have made such legal and factual examinations and inquiries,
including an examination of originals or copies certified or otherwise
identified to our satisfaction of such documents, corporate records and
instruments, as we have deemed necessary or appropriate for purposes of this
opinion. In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and the
conformity to authentic original documents of all documents submitted to us as
copies.

          We are opining herein as to the effect on the subject transaction only
of the internal laws of the State of New York and, except as stated in the
following sentence, we express no opinion with respect to the applicability
thereto, or the effect thereon, of the laws of any other jurisdiction or as to
any matters of municipal law or the laws of any other local agencies within any
state. With respect to the opinions expressed below, to the extent they involve
matters arising under the laws of the Commonwealth of Massachusetts, with your
permission we have relied exclusively on the opinion of Posternak, Blankstein &
Lund, L.L.P., a copy of which is attached hereto, subject to all of the
assumptions, limitations and qualifications set forth therein.

          Subject to the foregoing and the other matters set forth herein, it is
our opinion that as of the date hereof:

     (1)  The New Securities to be exchanged for the Old Securities pursuant to
the Exchange Offer, have been duly authorized and when executed, issued and
authenticated in accordance with the terms of the Exchange Offer and the
Indenture and exchanged for the Old Securities in accordance with the terms of
the Exchange Offer, will be the legally valid and binding obligations of the
Company, enforceable against the Company in accordance with their terms.

     (2)  The New Guarantees of the Guarantors, have been duly authorized and
when executed and endorsed on the New Securities in accordance with the terms of
the Indenture and upon due execution, issuance and authentication of the New
Securities in accordance with the terms of the Exchange Offer and the Indenture
and exchange of the New Securities for the Old Securities in accordance with the
terms of the Exchange Offer, will be the legally valid and binding obligation of
the Guarantors, enforceable against the Guarantors in accordance with their
terms.

          The opinions rendered in paragraphs 1 and 2 relating to the
enforceability of the New Securities and the New Guarantees are subject to the
following exceptions, limitations and qualifications: (i) the effect of
bankruptcy, insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect relating to or affecting the rights and remedies of
creditors and (ii) the effect of general principles of equity, whether
enforcement is considered in a



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Holmes Products Corp.
July 14, 1999
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proceeding in equity or law, and the discretion of the court before which any
proceeding therefor may be brought.

          We have not been requested to express, and with your knowledge and
consent, do not render any opinion as to the applicability to the obligations of
the Company under the Indenture and the New Securities or the Guarantors under
the Indenture or the New Guarantees of Section 548 of the United States
Bankruptcy Code or applicable state law (including, without limitation, Article
10 of the New York Debtor and Creditor Law) relating to fraudulent transfers and
obligations.

          To the extent that the obligations of the Company, or the Guarantors
under the Indenture, the New Securities or the New Guarantees may be dependent
upon such matters, we assume for purposes of this opinion that the Trustee is
duly organized, validly existing and in good standing under the laws of its
jurisdiction of organization; that the Trustee has the requisite organizational
and legal power and authority to perform its obligations under the Indenture;
that the Trustee is duly qualified to engage in the activities contemplated by
the Indenture; that the Indenture has been or will be duly authorized by the
Trustee; that each of the Indenture, the New Securities and the New Guarantees
has been or will be duly executed and delivered by the Trustee, the Company and
each of the Guarantors and constitutes the legally valid, binding and
enforceable obligation of the Trustee, enforceable against the Trustee in
accordance with its terms; and that the Trustee is in compliance, generally and
with respect to acting as a trustee under the Indenture, with all applicable
laws and regulations.

          We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm contained under the
heading "Legal Matters."


                                        Very truly yours,


                                        /s/ Latham & Watkins