EXHIBIT 5

                             Sealed Air Corporation
                                  Park 80 East
                         Saddle Brook, New Jersey 07663

                                  May 24, 2002

Sealed Air Corporation
Park 80 East
Saddle Brook, N.J. 07663

Dear Sirs:

    I am the General Counsel and Secretary of Sealed Air Corporation, a Delaware
corporation (the "Corporation"), and as such have represented the Corporation in
connection with a Registration Statement on Form S-8 (the "Registration
Statement") of the Corporation providing for the registration under the
Securities Act of 1933, as amended, of 100,000 shares (the "Shares") of the
Corporation's Common Stock, par value $0.10 per share (the "Common Stock"). The
Shares are authorized but unissued shares of Common Stock that are available for
awards to be made under the Sealed Air Corporation 2002 Stock Plan for
Non-Employee Directors (the "Plan"). I have been advised that the authorization
of the Shares for issuance under the Plan was approved by the Board of Directors
on February 7, 2002 and by the stockholders of the Corporation on May 17, 2002.

    As counsel for the Corporation, in addition to participating in the
preparation of the Registration Statement, I have reviewed the resolutions
adopted by the Board of Directors and stockholders of the Corporation that
authorized the adoption of the Plan and the issuance of the Shares. I have also
reviewed such corporate records, documents, instruments and certificates and
have made such other inquiries as I have considered necessary in order to
furnish a basis for rendering this opinion.

    Based on the foregoing, I am of opinion that:

         1. The Corporation is duly incorporated and validly existing as a
    corporation in good standing under the laws of the State of Delaware.

         2. The Shares are and, when sold pursuant to the Registration Statement
    will be, legally issued, fully paid and nonassessable shares of Common Stock
    of the Corporation.

    I hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5 to the Registration Statement and to the
reference to me in Item 5 of the Registration Statement.

                                          Very truly yours,

                                          /s/ H. Katherine White
                                          H. Katherine White
                                          General Counsel and Secretary