EXHIBIT 5.1

                      [Letterhead of O'Melveny & Myers LLP]


June 17, 2004



                                                                 OUR FILE NUMBER
                                                                     008,387-002

Aearo Company I
5457 West 79th Street
Indianapolis, IN 46268

  Re:      Exchange Offer for $175,000,000 8 1/4% Senior Notes due 2012 for up
           to $175,000,000 8 1/4% Senior Notes due 2012

Ladies and Gentlemen:

         At your request, we have examined the Registration Statement on Form
S-4 (such registration statement, as amended or supplemented, the "Registration
Statement") of Aearo Company I, a Delaware corporation (the "Company"), in
connection with the proposed offer (the "Exchange Offer") to exchange any and
all of the Company's outstanding 8 1/4% Senior Notes due 2012 (the "Old Notes")
for the Company's 8 1/4% Senior Notes due 2012 (the "Exchange Notes") that are
being registered pursuant to the Registration Statement, which Exchange Notes
will be guaranteed (the "Guarantees") by each of Cabot Safety Intermediate
Corporation, a Delaware corporation, and VH Industries, Inc., a North Carolina
corporation (collectively, the "Guarantors").

         We have examined originals or copies of those corporate and other
records and documents we considered appropriate. We have assumed the genuineness
of all signatures, the authenticity of all documents submitted to us as
originals and the conformity with originals of all documents submitted to us as
copies.

         With respect to the opinion in paragraph 2 below, we have assumed, as
to matters of the laws of the state of North Carolina, that the Guarantee by VH
Industries, Inc. has been duly authorized by all necessary corporate action on
the part of VH Industries, Inc.

         Upon the basis of the foregoing, we are of the opinion that:

         1. The Exchange Notes have been duly authorized by all necessary
corporate action on the part of the Company and, when the Exchange Notes are
executed, authenticated and delivered by or on behalf of the Company against the
due tender and delivery of the Old Notes in an aggregate principal amount equal
to the aggregate principal amount of the Exchange Notes, such Exchange Notes
will be legally valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws relating to
or affecting creditors' rights generally (including, without limitation,
fraudulent conveyance laws) and by general principles of equity, including,
without limitation, concepts of materiality, reasonableness, good faith and fair
dealing and the possible unavailability of specific performance or injunctive
relief, regardless of whether considered in a proceeding in equity or at law.




Aearo Company I - Page 2 - June 17, 2004


         2. The Guarantees have been duly authorized by all necessary corporate
action on the part of Cabot Safety Intermediate Corporation and, when the
Exchange Notes are executed, authenticated and delivered by or on behalf of the
Company against the due tender and delivery of the Old Notes in an aggregate
principal amount equal to the aggregate principal amount of the Exchange Notes,
the Guarantees will be legally valid and binding obligations of the Guarantors,
enforceable against the Guarantors in accordance with their terms, except as may
be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
relating to or affecting creditors' rights generally (including, without
limitation, fraudulent conveyance laws) and by general principles of equity,
including, without limitation, concepts of materiality, reasonableness, good
faith and fair dealing and the possible unavailability of specific performance
or injunctive relief, regardless of whether considered in a proceeding in equity
or at law.

         We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the prospectus included as part of the Registration
Statement. In giving this consent, we do not thereby admit that we are included
in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the rules and regulations promulgated thereunder.

                                                     Respectfully submitted,


                                                     /s/ O'Melveny & Myers LLP