Exhibit 5
                                                                       ---------


                             Pillsbury Winthrop LLP
                                Financial Centre
                              695 East Main Street
                                  P.O. Box 6760
                             Stamford, CT 06904-6760
                                 (203) 348-2300



                                  June 20, 2003


  Silgan Holdings Inc.
  4 Landmark Square, Suite 400
  Stamford, CT 06901

             Re:     Registration Statement on Form S-8

Ladies and Gentlemen:

     We are acting as counsel for Silgan  Holdings Inc., a Delaware  corporation
(the  "Company"),  in  connection  with the  registration  on Form S-8 under the
Securities Act of 1933, as amended (the "Securities Act"), of 60,000 shares (the
"Shares") of common stock, par value $.01 per share, of the Company reserved for
issuance pursuant to the Silgan Holdings Inc. 2002 Non-Employee  Directors Stock
Option Plan (the "Plan").

     We have  examined such  corporate  documents and records of the Company and
such other matters as we have deemed necessary or appropriate in order to render
the  opinion  set  forth  herein.  In  such  examination,  we have  assumed  the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as copies and the authenticity of the originals of such copies.

     Based upon and subject to the  foregoing,  we are of the  opinion  that the
Shares  have been duly  authorized  and,  when any  Shares  shall have been duly
issued and paid for in accordance  with the terms of the Plan,  such Shares will
be legally issued, fully paid and nonassessable.

     The  foregoing  opinion is limited to the  General  Corporation  Law of the
State of  Delaware.  We  express  no opinion as to the effect of the laws of any
other jurisdiction.






Silgan Holdings Inc.                                             June 20, 2003


     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration Statement and any amendments thereto. In giving such consent, we do
not  hereby  admit  that we are in the  category  of  persons  whose  consent is
required under Section 7 of the  Securities Act or the rules and  regulations of
the Securities and Exchange Commission promulgated thereunder.

                                                     Very truly yours,



                                                     /s/ Pillsbury Winthrop LLP