Exhibit 5.2

January 11, 2010

The Scotts Miracle-Gro Company
14111 Scottslawn Road
Marysville, Ohio 43041

Re:       Post-Effective Amendment No. 1 to The Scotts Miracle-Gro Company Registration Statement on Form S-3

Ladies and Gentlemen:

     We have acted as counsel to The Scotts Miracle-Gro Company, an Ohio corporation (the “Company”), in connection with Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (Registration No. 333-163330) (the “Registration Statement”) being filed by the Company with the Securities and Exchange Commission (the “Commission”) to register under the Securities Act of 1933 (the “Securities Act”), among other securities, (i) debt securities of the Company, which may be either senior debt securities (the “Senior Debt Securities”) or subordinated debt securities (the “Subordinated Debt Securities” and, together with the Senior Debt Securities, the “Debt Securities”), and (ii) guarantees of debt securities by certain direct and indirect subsidiaries of the Company (the “Guarantees”). The Debt Securities and the Guarantees are collectively referred to as the “Securities.” An indeterminate amount of the Securities may be offered at indeterminate prices from time to time by the Company, as set forth in the Registration Statement, any amendment thereto, the prospectus contained in the Registration Statement (the “Prospectus”) and one or more supplements to the Prospectus filed pursuant to Rule 415 under the Securities Act. The Senior Debt Securities will be issued under an Indenture to be entered into between the Company, each of the Guarantors named therein and U.S. Bank National Association, as trustee (the “Senior Indenture”) and qualified under the Trust Indenture Act of 1939 (the “TIA”). The Subordinated Debt Securities will be issued under an Indenture to be entered into between the Company, each of the Guarantors named therein and a trustee to be named (the “Subordinated Indenture”) and qualified under the TIA. Forms of the Senior Indenture and the Subordinated Indenture (together, the “Indentures”) are included as exhibits to the Registration Statement. The Guarantees will be issued pursuant to a supplemental Indenture, the form of which Guarantees will be filed as an exhibit to the Registration Statement or as an exhibit to a report filed under the Securities Exchange Act of 1934 that is incorporated by reference in the Registration Statement when the Guarantees are issued (the “Supplemental Indenture”).

     As such counsel, we have examined and relied without investigation as to matters of fact upon the Registration Statement and the exhibits thereto and such certificates, statements and results of inquiries of public officials and officers and representatives of the Company and originals or copies, certified or otherwise identified to our satisfaction, of such other documents, corporate records and certificates, in each case as we have deemed necessary or appropriate to

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January 11, 2010
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enable us to render the opinions expressed herein. We have assumed the genuineness of all signatures on all documents examined by us, the legal competence and capacity of natural persons, the authenticity of documents submitted to us as originals, and the conformity with authentic original documents of all documents submitted to us as copies.

     Subject to the foregoing and the other matters and assumptions set forth herein, we are of the opinion that, as of the date hereof:

     1. When (i) the Senior Indenture has been duly executed and delivered by the parties thereto and duly qualified under the TIA and (ii) the Senior Debt Securities have been duly executed and authenticated in accordance with the terms of the Senior Indenture and delivered by the Company upon purchase thereof and payment in full therefor as contemplated by the Prospectus and any Prospectus Supplement relating to the Senior Debt Securities, the Senior Debt Securities will constitute legal, valid and binding obligations of the Company.

     2. When (i) the Subordinated Indenture has been duly executed and delivered by the parties thereto and duly qualified under the TIA and (ii) the Subordinated Debt Securities have been duly executed and authenticated in accordance with the terms of the Subordinated Indenture and delivered by the Company upon purchase thereof and payment in full therefor as contemplated by the Prospectus and any Prospectus Supplement relating to the Subordinated Debt Securities, the Subordinated Debt Securities will constitute legal, valid and binding obligations of the Company.

     3. When the Guarantees have been duly executed and delivered by the parties thereto as contemplated by the Prospectus and any Prospectus Supplement relating to the Guarantees and in accordance with the terms of the Supplemental Indenture, the Guarantees will constitute legal, valid and binding obligations of the Guarantors.

     The opinions set forth in paragraphs (1), (2) and (3) above are subject to the following exceptions, limitations and qualifications: (i) the effect of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights or remedies of creditors, (ii) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law, (iii) the enforceability under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy, and (iv) we express no opinion as to (a) any provision for liquidated damages, default interest, late charges, monetary penalties, make-whole premiums or other economic remedies to the extent such provisions are deemed to constitute a penalty, (b) consents to, or restrictions upon, governing law, jurisdiction, venue, arbitration, remedies, or judicial relief, (c) the waiver of rights or defenses, (d) any provision requiring the payment of attorneys’ fees, where such payment is contrary to law or public policy, (e) any provision permitting, upon acceleration of the Debt Securities, collection of that portion

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January 11, 2010
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of the stated principal amount thereof which might be determined to constitute unearned interest thereon, (f) any provision to the extent it requires that a claim with respect to the Securities (or a judgment in respect of such a claim) be converted into U.S. dollars at a rate of exchange at a particular date, to the extent applicable law otherwise provides, (g) provisions purporting to make a guarantor primarily liable rather than as a surety and provisions purporting to waive modifications or any guaranteed obligation to the extent such modification constitutes a novation, and (h) the severability, if invalid, of provisions to the foregoing effect.

     To the extent that the obligations of the Company under the Indentures are or may be dependent upon such matters, we assume for purposes of this opinion that (i) the Company is duly organized, validly existing and in good standing under the laws of the State of Ohio, (ii) the Company will be duly qualified to engage in the activities contemplated by the Indentures, (iii) the Indentures will be duly authorized, executed and delivered by the Company and will constitute the legal, valid and binding obligations of the Company, enforceable against it in accordance with their terms, and (iv) the Company will have the requisite organizational and legal power and authority to perform its obligations under the Indentures.

     To the extent that the obligations of the Guarantors under the Guarantees are or may be dependent upon such matters, we assume for purposes of this opinion that (i) the Guarantors are duly organized, validly existing and in good standing under the laws of their respective jurisdiction of organization, (ii) the Guarantors will be duly qualified to engage in the activities contemplated by the Guarantees, (iii) the Guarantees will be duly authorized, executed and delivered by the Guarantors and will constitute the legal, valid and binding obligations of the Guarantors, enforceable against each of the Guarantors in accordance with their terms, and (iv) the Guarantors will have the requisite organizational and legal power and authority to perform their respective obligations under the Guarantees.

     In rendering the foregoing opinions, we have assumed that at the time of the issuance and sale of any of the Securities: (i) the Registration Statement, and any amendments thereto, including all necessary post-effective amendments, will have become effective under the Securities Act and such effectiveness will not have been terminated or rescinded, (ii) a Prospectus Supplement describing the Securities, to the extent required by applicable law and relevant rules and regulations of the Commission, will be timely filed with the Commission, (iii) the Board of Directors of the Company will have duly established the terms of the Securities and duly authorized the issuance and sale of the Securities, in each case, in accordance with the organizational documents of the Company and applicable law and such authorization will be in full force and effect, (iv) the Securities will be issued and sold in compliance with all applicable federal and state securities laws and in the manner contemplated by the Registration Statement and the applicable Prospectus Supplement, and (v) there shall not have occurred any change in law affecting the validity of the Securities. We have also assumed that none of the terms of any Securities nor the issuance and delivery of any Securities, nor the compliance by the Company with the terms of any Securities, will violate any applicable law or public policy or result in a

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violation of any provision of any agreement then binding upon the Company or any restriction imposed by any court or governmental body having jurisdiction over the Company.

     The opinions expressed herein are limited to the laws of the State of New York and we express no opinion with respect to the effect of the laws of any other jurisdiction.

     We hereby consent to your filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the Prospectus. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Katten Muchin Rosenman LLP