Exhibit 5


                               FINN DIXON & HERLING LLP
                                   ATTORNEYS AT LAW
                                 ONE LANDMARK SQUARE
                             STAMFORD, CONNECTICUT  06901
                               TELEPHONE (203) 325-5000
                               FACSIMILE (203) 348-5777


                                   October 10, 1997

Blyth Industries, Inc.
100 Field Point Road
Greenwich, Connecticut  06830

Re:  Blyth Industries, Inc. -- Post-Effective Amendment No. 1 to Registration
     Statement on Form S-3 
     ------------------------------------------------------------------------

Ladies and Gentlemen:

     We have acted as special counsel to Blyth Industries, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission of Post-Effective Amendment No. 1 to the
registration statement on Form S-3 (No. 333-26083) (as so amended, the
"Registration Statement"), of the Company, covering shares of the Common Stock,
$0.02 par value per share (the "Common Stock"), of the Company, to be sold by a
selling stockholder.

     In rendering the opinion set forth herein, we have examined executed
copies, telecopies or photocopies of: (i) the Registration Statement and
Post-Effective Amendment No. 1 to the Registration Statement; (ii) the Restated
Certificate of Incorporation, the Restated By-laws and minute books of the
Company; and (iii) such other records, documents, certificates and other
instruments as in our judgment are necessary or appropriate as a basis for the
opinion expressed below.  In our examination of such documents we have assumed
the genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or photostatic
copies, and the authenticity of the originals of such copies.  As to any facts
material to this opinion which we did not independently establish or verify, we
have relied upon statements and representations of officers and other
representatives of the Company.

     Based upon the foregoing, and in reliance thereon, and subject to the
qualifications, assumptions and exceptions heretofore and hereinafter set forth,
we are of the opinion that the 124,719 shares of Common Stock of the Company
which are to be sold by the Selling Stockholder named in Post-Effective
Amendment No. 1 to the Registration Statement have been duly authorized and
validly issued and are fully paid and nonassessable.

     We do not express, or purport to express, any opinion with respect to the
laws of any jurisdiction other than the General Corporation Law of the State of
Delaware.

     We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and further consent to the use of our name under the
heading "Legal Matters" in the Registration Statement and the Prospectus which
forms a part thereof.  In giving this consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations promulgated
thereunder by the Securities and Exchange Commission.  This opinion is given as
of the date hereof and we assume no obligation to update or supplement this
opinion to reflect any facts or circumstances which may hereafter occur or come
to our attention or any changes in law which may hereafter occur.

                                        Very truly yours,


                                        /s/ Finn Dixon & Herling LLP