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                                                                       Exhibit 5
                                                                       ---------

               [Letterhead of Vorys, Sater, Seymour and Pease LLP]

                                                                  (614) 464-6400

                                 April 21, 1999

Board of Directors
The Scotts Company
14111 Scottslawn Road
Marysville, OH 43041

Ladies and Gentlemen:

                  We are familiar with the proceedings taken and proposed to be
taken by The Scotts Company, an Ohio corporation (the "Company"), in connection
with the adoption of an amendment to The Scotts Company 1996 Stock Option Plan,
as amended (the "Plan"), to make an additional 2,500,000 common shares, without
par value (the "Common Shares"), of the Company available pursuant to the Plan,
the granting of options to purchase Common Shares of the Company pursuant to the
Plan, and the issuance and sale of Common Shares of the Company upon exercise of
options granted and to be granted under the Plan, as described in the
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission on the date hereof. The purpose of
the Registration Statement is to register the additional 2,500,000 Common Shares
reserved for issuance under the Plan pursuant to the provisions of the
Securities Act of 1933, as amended (the "1993 Act"), and the rules and
regulations promulgated thereunder.

                  In connection with this opinion, we have examined an original
or copy of, and have relied upon the accuracy of, without independent
verification or investigation: (a) the Registration Statement; (b) the Plan; (c)
the Company's Amended Articles of Incorporation, as amended; (d) the Company's
Regulations, as amended; and (e) certain proceedings of the directors and of the
shareholders of the Company. We have also relied upon such representations of
the Company and officers of the Company and such authorities of law as we have
deemed relevant as a basis for this opinion.

                  We have relied solely upon the examinations and inquiries
recited herein, and we have not undertaken any independent investigation to
determine the existence or absence of any facts, and no inference as to our
knowledge concerning such facts should be drawn.

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Board of Directors
The Scotts Company
April 21, 1999

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                  Based upon and subject to the foregoing and the further
qualifications and limitations set forth below, as of the date hereof, we are of
the opinion that after the additional 2,500,000 Common Shares of the Company to
be registered under the Registration Statement have been issued and delivered by
the Company, upon the exercise of options granted under the Plan, against
payment of the purchase price therefor, in accordance with the terms of the
Plan, said Common Shares will be validly issued, fully paid and non-assessable,
assuming compliance with applicable federal and state securities laws.

                  Our opinion is limited to the General Corporation Law of Ohio
in effect as of the date hereof. This opinion is furnished by us solely for the
benefit of the Company in connection with the offering of the Common Shares
pursuant to the Plan and the filing of the Registration Statement and any
amendments thereto. This opinion may not be relied upon by any other person or
assigned, quoted or otherwise used without our specific written consent.

                  Notwithstanding the foregoing, we consent to the filing of
this opinion as an exhibit to the Registration Statement and to the reference to
us therein. By giving such consent, we do not admit that we come within the
category of persons whose consent is required under Section 7 of the 1933 Act or
the rules and regulations promulgated thereunder.

                                         Very truly yours,

                                         /s/ Vorys, Sater, Seymour and Pease LLP

                                         Vorys, Sater, Seymour and Pease LLP

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