Exhibit 5

                   [Letterhead of SIMPSON THACHER & BARTLETT]

                                                        April 12, 1999



Russell-Stanley Holdings, Inc.
685 Route 202/206
Bridgewater, New Jersey  08807

Ladies and Gentlemen:

             We have acted as special counsel for Russell-Stanley Holdings,
Inc., a Delaware corporation (the "Company"), and for the entities listed on
Schedule A hereto (the "Guarantors"), in connection with the Registration
Statement on Form S-4 (the "Registration Statement") filed by the Company and
the Guarantors with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Securities Act"), relating to
the issuance by the Company of $150,000,000 aggregate principal amount of its
10-7/8% Senior Subordinated Notes due 2009 which have been registered under the
Securities Act (the "Exchange Notes") and the issuance by the Guarantors of
guarantees (the "Guarantees") with respect to the Exchange Notes. The Exchange
Notes are to be offered by the Company in exchange for (the "Exchange")
$150,000,000 aggregate principal amount of its outstanding 10-7/8% Senior
Subordinated Notes due 2009 (the "Original Notes"). The Original Notes have
been, and the Exchange Notes will be, issued under an Indenture, dated as of
February 10, 1999 (the "Indenture"), between the Company and The Bank of New
York, as Trustee.



             We have examined the Registration Statement and the Indenture,
which has been filed with the Commission as an Exhibit to the Registration
Statement. In addition, we have examined the originals or duplicates, or
certified or conformed copies, of such records, agreements, instruments and
other documents and have made such other and further investigations as we have
deemed relevant and necessary in connection with the opinions expressed herein.
As to questions of fact material to this opinion, we have relied upon
certificates of public officials and of officers and representatives of the
Company and the Guarantors.
             In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the due incorporation and
valid existence of the Guarantors, the due authorization, execution and delivery
of the Indenture by the Guarantors, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as duplicates or certified or conformed copies, and the
authenticity of the originals of such latter documents.
             Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that:
             1.    When the Exchange Notes have been duly executed,
                   authenticated, issued and delivered in accordance with the
                   provisions of the Indenture upon the Exchange, the Exchange
                   Notes will constitute valid and legally binding obligations
                   of the Company enforceable against the Company in accordance
                   with their terms.

             2.    When (a) the Exchange Notes have been duly executed,
                   authenticated, issued and delivered in accordance with the
                   provisions of the Indenture upon the Exchange and (b) the
                   Guarantees have been duly issued, the Guarantees will
                   constitute valid and legally binding obligations of the



                   Guarantors enforceable against the Guarantors in accordance
                   with their terms.

             Our opinions set forth in paragraphs 1 and 2 above are subject to
the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors' rights
generally, general equitable principles (whether considered in a proceeding in
equity or at law) and an implied covenant of good faith and fair dealing.
             We are members of the Bar of the State of New York, and we do not
express any opinion herein concerning any law other than the law of the State of
New York, the federal law of the United States and the Delaware General
Corporation Law. 
             We hereby consent to the use of this opinion as an exhibit to
the Registration Statement and to the reference to our firm under the caption
"Legal Matters" in the Prospectus included therein.
                                               Very truly yours,

                                               /s/Simpson Thacher & Bartlett

                                               SIMPSON THACHER & BARTLETT



                                   SCHEDULE A


Guarantors

Container Management Services, Inc.
New England Container Co., Inc.
RSLPCO, Inc.
Russell-Stanley Corp.
Russell-Stanley, Inc.
Russell-Stanley, L.P.