EXHIBIT 5

                                December 1, 2004

Masco Corporation
21001 Van Born Road
Taylor, MI 48180

         RE:      MASCO CORPORATION
                  REGISTRATION STATEMENT ON FORM S-4

Dear Sirs:

         I am acting as your counsel in connection with the Registration
Statement on Form S-4 under the Securities Act of 1933, as amended, in which
this opinion is included as Exhibit 5, registering an aggregate of
$1,874,978,000 principal amount at maturity of Zero Coupon Convertible Senior
Notes, Series B Due 2031 (the "Notes") of Masco Corporation, a Delaware
corporation (the "Company"), and an indeterminate number of shares of Company
Common Stock, $1.00 par value, that may be issued upon conversion of the Notes
(the "Conversion Shares") and the related preferred stock purchase rights (the
"Conversion Rights").

         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; and

                  (2)    The issuance of the Notes, the Conversion Shares and
         Conversion Rights has been duly authorized by appropriate corporate
         action, and when the Notes, the Conversion Shares and Conversion Rights
         have been duly issued as described in the Registration Statement,
         including the Prospectus relating to the Notes, the Notes and the
         Conversion Shares will be legally issued, fully paid and nonassessable
         and the Notes and the 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-4. I also consent to the reference to
me under the caption "Legal Opinions" in the Prospectus.

                                 Very truly yours,


                                 /s/ John R. Leekley
                                 John R. Leekley
                                 Senior Vice President
                                 and General Counsel