EXHIBIT 5
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                                     May 9, 2003

          Securities and Exchange Commission
          Judiciary Plaza
          450 Fifth Street, N.W.
          Washington, D.C.  20549

               RE:  NEWELL RUBBERMAID INC.- REGISTRATION OF
                    DEFERRED COMPENSATION OBLIGATIONS ON FORM S-8
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          Ladies and Gentlemen:

               We have acted as counsel to Newell Rubbermaid Inc., a
          Delaware corporation (the "Company"), in connection with the
          Company's filing of a Registration Statement on Form S-8 (the
          "Registration Statement") covering the registration of an
          aggregate amount of $30,000,000 of Deferred Compensation
          Obligations, which represent unsecured obligations of the Company
          to pay deferred compensation in the future in accordance with the
          terms of the Newell Rubbermaid Inc. 2002 Deferred Compensation
          Plan (the "Plan").

               In this connection we have made such investigation and have
          examined such documents as we have deemed necessary in order to
          enable us to render the opinion contained herein.

               Based on the foregoing, it is our opinion that, when issued
          in accordance with the terms of the Plan, and pursuant to the
          Registration  Statement, the Deferred Compensation Obligations
          will be valid and binding obligations of the Company, enforceable
          against the Company in accordance with their terms, except as
          enforcement thereof may be limited by bankruptcy, insolvency or
          other laws of general applicability relating to or affecting
          enforcement of creditors rights or by general equity principles.

               We hereby consent to the filing of this opinion as an
          exhibit to the Registration Statement.

                                             Very truly yours,

                                             SCHIFF HARDIN & WAITE


                                             By:  /s/ Lauralyn G. Bengel
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                                                  Lauralyn G. Bengel