Exhibit 5



                                                     March 30, 2001



Masco Corporation
21001 Van Born Road
Taylor, Michigan  48180

     Re: Masco Corporation
         Registration Statement on Form S-3

Dear Sirs:

     I am acting as your counsel in connection with the Registration Statement
on Form S-3 (the "Registration Statement") under the Securities Act of 1933, as
amended, in which this opinion is included as Exhibit 5, registering securities
of Masco Corporation (the "Company"), including senior debt securities (the
"Senior Securities"), subordinated debt securities (the "Subordinated
Securities") and shares of Common Stock, $1.00 par value (the "Shares") and
related preferred stock purchase rights (the "Rights"). The Senior Securities
are to be issued under an Indenture dated as of February 12, 2001 between the
Company and Bank One Trust Company, National Association, as Trustee (the
"Senior Indenture"), and the Subordinated Securities are to be issued under an
Indenture between the Company and The Bank of New York, as Trustee (the
"Subordinated Indenture"). The Senior Securities and Subordinated Securities
are herein referred to as the "Securities," and the Senior Indenture and the
Subordinated Indenture are herein referred to as the "Indentures."

     In addition to the Shares and the related Rights, the Registration
Statement also registers an indeterminate number of shares of common stock of
the Company (the "Conversion Shares") and related Rights (the "Conversion
Rights") that may be issued upon conversion of convertible Securities.

     I or attorneys under my supervision upon whom I am relying, have examined
originals or copies, certified or otherwise identified to my satisfaction, of
such documents and corporate records, as I have deemed necessary or advisable
for the purpose of this opinion. Based upon the foregoing, I am of the opinion
that:

     (1) The Company has been duly incorporated and is a validly existing
corporation in good standing under the laws of the State of Delaware;

     (2) The Senior Indenture has been duly authorized, executed and delivered
by the Company and is a valid and binding obligation of the Company;





Masco Corporation
March 30, 2001
Page 2


     (3) The Subordinated Indenture has been duly authorized, and when executed
and delivered by the Company will be a valid and binding obligation of the
Company;

     (4) When the Subordinated Indenture has been duly executed and delivered
by the Company and when the issuance of the Securities has been duly authorized
by appropriate corporate action and such Securities have been duly executed,
authenticated and delivered in accordance with the Indentures and sold as
described in the Registration Statement, including the Prospectus and
Prospectus Supplements relating to such Securities, subject to the final terms
of the Securities being in compliance with then applicable law, the Securities
will be valid and binding obligations of the Company entitled to the benefits
of the Indentures;

     (5) When the issuance of the Shares and the related Rights have been duly
authorized by appropriate corporate action and the Shares and related Rights
have been duly issued and sold as described in the Registration Statement,
including the Prospectus and Prospectus Supplements relating to the Shares and
the related Rights, the Shares and will be legally issued, fully paid and
non-assessable and the Rights will be valid and binding obligations of the
Company; and

     (6) When the issuance of the Conversion Shares and related Conversion
Rights issuable upon conversion of convertible Securities have been duly
authorized by appropriate corporate action and when the Conversion Shares and
related Conversion Rights have been issued upon conversion as described in the
Registration Statement, including the Prospectus and Prospectus Supplements
relating to such convertible Securities, the Conversion Shares will be legally
issued, fully paid and non-assessable and the related Conversion Rights will be
valid and binding obligations of the Company.

     I hereby consent to the filing of this opinion as Exhibit 5 to the
Company's Registration Statement on Form S-3. I also consent to the reference
to me under the caption "Legal Opinions" in the Prospectus.

                                                     Very truly yours,



                                                     John R. Leekley
                                                     Senior Vice President and
                                                       General Counsel