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                                    Exhibit 5

                                 BRYAN CAVE LLP
                       ONE METROPOLITAN SQUARE, SUITE 3600
                         ST. LOUIS, MISSOURI 63102-2750
                                 (314) 259-2000
                            FACSIMILE: (314) 259-2020

Washington, D.C.                                                London, England
New York, New York                                   Frankfurt Am Main, Germany
Kansas City, Missouri                                      Riyadh, Saudi Arabia
Overland Park, Kansas                                       Kuwait City, Kuwait
Phoenix, Arizona                                    Dubai, United Arab Emirates
Los Angeles, California                                               Hong Kong
Santa Monica, California                           Affiliated Office In Beijing
Irvine, California

                                 August 2, 1995

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549

Ladies and Gentlemen:

         We have acted as counsel to Everest & Jennings International Ltd., a
Delaware corporation (the "Company"), in connection with the registration under
the Securities Act of 1933, as amended, of the 4,400,000 shares of the
Company's common stock, par value $.01 per share (the "Shares"), which may be
issued pursuant to the Company's 1994 Stock Option Plan (the "Plan"), by means
of a registration statement on Form S-8 (the "Registration Statement").

         As counsel for the Company, we have examined such corporate records of
the Company and such other instruments and considered such other matters of law
as we deemed necessary for the purposes of this opinion.  On the basis of the
foregoing, we are of the opinion that the Shares have been duly and validly
authorized for issuance, and when issued, delivered and paid for in accordance
with the Plan, the Shares will be legally issued, fully paid and non-
assessable.

         We consent to the filing of this opinion as an exhibit to the
Registration Statement.

                                  Very truly yours,

                                  /S/ BRYAN CAVE LLP

                                  BRYAN CAVE LLP