EXHIBIT 5

                  (Opinion of Pitney, Hardin, Kipp & Szuch LLP)

                        PITNEY, HARDIN, KIPP & SZUCH LLP
                                  P.O. Box 1945
                        Morristown, New Jersey 07962-1945

                                                           June 27, 2001

American Home Products Corporation
Five Giralda Farms
Madison, New Jersey 07940

     We  refer to the  Registration  Statement  on Form  S-8 (the  "Registration
Statement") by American Home Products  Corporation  (the "Company")  relating to
the registration under the Securities Act of 1933, as amended (the "Act") of six
hundred thousand shares of common stock of the Company,  $0.33-1/3 par value per
share (the "Shares") issuable pursuant to the American Home Products Corporation
Union Savings Plan (the "Plan").

     We have examined originals,  or copies certified or otherwise identified to
our satisfaction, of such corporate records, documents, agreements,  instruments
and  certificates of public  officials and of officers of the Company as we have
deemed necessary or appropriate in order to express the opinion  hereinafter set
forth.

     Based upon the foregoing,  we are of the opinion that when the Registration
Statement has become effective under the Act, the Shares,  when and as issued in
accordance with the terms of the Plan,  will be legally  issued,  fully paid and
non-assessable.

     The  foregoing  opinion is limited to the federal laws of the United States
and the  corporate  laws of the  State of  Delaware,  and we are  expressing  no
opinion as to the effect of the laws of any other jurisdiction.

     We  hereby  consent  to the  use  of  this  opinion  as an  Exhibit  to the
Registration  Statement. In giving such consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the  Securities  Act of 1933, as amended,  or the Rules and  Regulations  of the
Securities and Exchange Commission thereunder.

                                            Very truly yours,



                                            PITNEY, HARDIN, KIPP & SZUCH LLP