Exhibit 5


                   [Letterhead of Simpson Thacher & Bartlett]

                                      June 23, 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 Delaware General
Corporation Law (which reference to the Delaware General Corporation Law
includes, as a matter of generally understood opinion practice, case law
construing 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.