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                                  EXHIBIT 5.1





                                 April 4, 1997


Cosmetic Group U.S.A., Inc.
11312 Penrose Street
Sun Valley, California 91352

Re:  Registration Statement on Form S-8

Gentlemen:

At your request, we have examined the form of the Registration Statement on
Form S-8 relating to the Amended and Restated 1990 Stock Incentive Plan and the
Non-Plan Stock Option Agreements to be filed with the Securities and Exchange
Commission on or about April 2, 1997 (the "Registration Statement"), in
connection with the registration under the Securities Act of 1933, as amended,
of One Million (1,000,000) shares of the Common Stock, no par value (the
"Stock"), which have been and/or may be granted under the Amended and Restated
1990 Stock Incentive Plan to employees of Cosmetic Group U.S.A., Inc. (the
"Company") not in connection, directly or indirectly, in any capital-raising
transaction.

In rendering the following opinion, we have examined and relied only upon the
documents and certificates of officers and directors of the Company as are
specifically described below.  In our examination, we have assumed the
genuineness of all signatures, the authenticity, accuracy and completeness of
the documents submitted to us as originals, and the conformity with the
original documents of all documents submitted to us as copies.  Our examination
was limited to the following documents and no others:

         1.      Articles of Incorporation of the Company, as amended to date.

         2.      By-Laws of the Company, as amended to date.

         3.      Resolutions adopted by the Board of Directors of the Company
                 authorizing the issuance of 1,000,000 shares of the Stock
                 under the Amended and Restated 1990 Stock Incentive Plan and
                 the issuance of 676,376 shares of the Stock under Non-Plan
                 Stock Option Agreements.

         4.      The Form S-8 Registration Statement.

We have not undertaken, and do not intend to undertake, any independent
investigation beyond such documents and records, or to
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Cosmetic Group U.S.A., Inc.
April 4, 1997
Page 2

verify the adequacy or accuracy of such documents and records.

Based on the foregoing, it is our opinion that Stock to be issued, subject to
effectiveness of the Registration Statement and compliance with applicable blue
sky laws, when issued upon the completion of services rendered to the Company,
will be duly and validly authorized, fully-paid and non-assessable.

We express no opinion as to compliance with the securities or "blue sky" laws
of any state in which the Stock is proposed to be offered and sold or as to the
effect, if any, which noncompliance with such laws might have on the validity
of issuance of the Stock.

We hereby consent to the filing of this opinion as an exhibit to any filing
made with the Securities and Exchange Commission or under any state or other
jurisdictions' securities act for purposes of registering, qualifying or
establishing eligibility for an exemption from registration or qualification of
the Stock in connection with the offering described in the Registration
Statement.  Other than as provided in the preceding sentence, this opinion (i)
is addressed solely to you;  (ii) may not be relied upon by any other party;
(iii) covers only matters of Delaware and Federal law, and nothing in this
opinion shall be deemed to apply any pinion related to the laws of any other
jurisdiction;  (iv) may not be quoted or reproduced or delivered by you to any
other person;  and (v) may not be relied upon for any other purpose whatsoever.
Nothing herein shall be deemed to relate to or constitute an opinion concerning
any matters not specifically set forth above.

By giving you this opinion and consent, we do not admit that we are an expert
with respect to any part of the Registration Statement or Prospectus within the
meaning of the term "expert" as used in Section 11 of the Securities Act of
1933, as amended, or the Rules and Regulations of the Securities and Exchange
Commission promulgated thereunder.

The information set forth herein is as of the date of this letter.  We disclaim
any undertaking to advise you of changes which may be brought to our attention
after the effective date of the Registration Statement.





                                         LAW OFFICES OF WILLIAM B. BARNETT