Exhibit 5.1


June 22, 2007
                                                    Mayer, Brown, Rowe & Maw LLP
                                                           71 South Wacker Drive
                                                    Chicago, Illinois 60606-4637

                                                         Main Tel (312) 782-0600
                                                         Main Fax (312) 701-7711
                                                          www.mayerbrownrowe.com


Pactiv Corporation
1900 West Field Court
Lake Forest, IL 60045

Re:  Pactiv Corporation

Ladies and Gentlemen:

     We have acted as special counsel to Pactiv Corporation, a Delaware
corporation (the "Company"), in connection with the offer and sale of
$250,000,000 aggregate principal amount of its 5.875% notes due 2012 (the "2012
Notes") and $250,000,000 aggregate principal amount of its 6.400% notes due 2018
(the "2018 Notes" and, together with the 2012 Notes, the "Securities") as set
forth in the Prospectus Supplement, dated June 20, 2007 (the "Prospectus
Supplement"), as filed with the Securities and Exchange Commission pursuant to
Rule 424(b)(2) under the Securities Act of 1933, as amended.

     The Securities will be issued under an Indenture, dated as of September 29,
1999, as previously supplemented, between the Company and The Bank of New York
Trust Company, N.A. (successor in interest to JPMorgan Chase Bank, N.A.), as
Trustee (the "Indenture"), to be further supplemented by one or more
supplemental indentures relating to the Securities.

     As special counsel to the Company, we have examined originals or copies
certified or otherwise identified to our satisfaction of the Company's Restated
Certificate of Incorporation, the Company's Amended and Restated Bylaws,
resolutions of the Company's Board of Directors and such Company records,
certificates and other documents and such questions of law as we considered
necessary or appropriate for the purpose of this opinion. In rendering this
opinion, we have assumed the genuineness of all signatures, the authenticity of
all documents submitted to us as originals and the conformity to authentic
original documents of all documents submitted to us as copies.

     Based upon and subject to the foregoing and to the assumptions, conditions
and limitations set forth herein, we are of the opinion that upon the due
execution, authentication, issuance and delivery of the Securities, and the
receipt of the consideration therefor set forth in the Prospectus Supplement,
the Securities will be valid and binding obligations of the Company entitled to
the benefits of the Indenture and enforceable against the Company in accordance
with their terms, except as such enforceability may be limited by bankruptcy,
insolvency, fraudulent conveyance, moratorium, reorganization or similar laws
affecting creditors' rights generally and subject to general principles of
equity.



     We hereby consent to the filing of this opinion as an exhibit to the
Company's Current Report on Form 8-K.


                                        Very truly yours,

                                        /s/ Mayer, Brown, Rowe & Maw LLP

                                        MAYER, BROWN, ROWE & MAW LLP