EXHIBIT 5.1


                [VORYS, SATER, SEYMOUR AND PEASE LLP LETTERHEAD]

                                January 6, 2004

The Scotts Company
14111 Scottslawn Road
Marysville, Ohio 43041

                     Re: Registration Statement on Form S-4

Ladies and Gentlemen:

         We have acted as counsel to The Scotts Company, an Ohio corporation
(the "Company"), and certain domestic subsidiaries of the Company (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 under the Securities Act of 1933, as amended,
relating to the issuance by the Company of $200,000,000 aggregate principal
amount of 6.625% Senior Subordinated Notes due 2013 (the "New Notes") and the
issuance by the Guarantors of guarantees (the "Guarantees") of the Company's
obligations with respect to the New Notes. The New Notes will be issued pursuant
to an Indenture dated as of October 8, 2003 (the "Indenture"), by and among the
Company, the Guarantors and U.S. Bank National Association, as Trustee (the
"Trustee"). The New Notes and the Guarantees will be offered (the "Exchange
Offer") by the Company and the Guarantors, respectively, in exchange for
$200,000,000 aggregate principal amount of the Company's outstanding 6.625%
Senior Subordinated Notes due 2013 (the "Original Notes") and the guarantees
thereof.

         We are giving this opinion in connection with the Registration
Statement and in accordance with the requirements of Item 601(b)(5) of
Regulation S-K of the General Rules and Regulations promulgated under the
Securities Act.

         In rendering this opinion, we have examined, among other things: (i)
the Registration Statement; (ii) the Indenture; (iii) the form of the New Notes;
(iv) the Articles of Incorporation of the Company as currently in effect; (v)
the Code of Regulations of the Company as currently in effect; (vi) the
resolutions adopted by the Board of Directors of the Company and committees
thereof relating to the Exchange Offer; and (v) the corporate documents and
records of each of the Guarantors as currently in effect consisting of each of
their respective Articles or Certificate of Incorporation (or similar
organizational documents), Code of Regulations or By-laws (or similar
organizational documents) and copies of the resolutions adopted by their Board
of Directors or members. We have also examined originals or copies, certified or
otherwise identified to our satisfaction, of such records of the Company and the
Guarantors and such other documents, certificates and records as we have deemed
necessary or appropriate as a basis for the opinions set forth herein.

         In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, 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 latter documents. In making our
examination of documents executed by the parties other than the Company and the
Guarantors, we have assumed that such parties had the power, corporate or other,
to enter into and perform all obligations thereunder and have also assumed the
due authorization by all requisite action, corporate and other, and execution
and delivery by such parties of such documents and the validity and binding
effect thereof. As to any facts material to the opinions expressed herein which
were not independently established or verified, we have relied upon oral or
written statements and representations of officers and other representatives of
the Company and others. In addition, we have assumed that the terms of the
Original Notes and the New Notes have been established in accordance with the
terms of the Indenture.



         Our opinion is subject to: (a) the effect of applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance or other similar
laws now or hereafter in effect relating to creditors' rights generally and (b)
the limitations imposed by general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in equity).

         We are members of the Bar of the State of Ohio, and we do not express
any opinion as to the laws of any other jurisdiction. The opinions expressed
herein are based upon the law and circumstances as they are in effect on the
date hereof, and we assume no obligation to revise or supplement this letter in
the event of future changes in the law or interpretation thereof with respect to
circumstances or events that may occur subsequent to the date hereof.

         Based upon and subject to the foregoing, we are of the opinion that (i)
the New Notes, when issued in accordance with the terms of the Indenture, duly
executed by the Company, duly authenticated by the Trustee and issued and
delivered against exchange of the Original Notes in accordance with the terms
set forth in the Prospectus that forms a part of the Registration Statement,
will constitute the legal and binding obligations of the Company and (ii) the
Guarantees, when duly executed, issued and delivered by the Guarantors, will
constitute the legal and binding obligations of each of the Guarantors, in each
case, under the laws of the State of New York (which is the governing law with
respect thereto).

         We hereby consent to the use of our name in the Registration Statement
under the caption "Legal Matters" (or, if amended, a corresponding heading) and
to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In
giving this consent, we do not thereby admit that we come within the category of
persons whose consent is required to be filed with the Registration Statement
under the provisions of the Securities Act or the rules and regulations
promulgated thereunder. This opinion may not be relied upon or reproduced or
delivered in any other context or by any other person without our prior written
consent.

Very truly yours,

/s/ VORYS, SATER, SEYMOUR AND PEASE LLP

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