EXHIBIT 5

                       [Pillsbury Winthrop LLP Letterhead]

                               September 18, 2002

Silgan Holdings Inc.
4 Landmark Square
Stamford, CT 06901


         Re:      Registration Statement on Form S-4
                  of Silgan Holdings Inc.

Gentlemen:

         We have acted as counsel to Silgan Holdings Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing by
the Company with the Securities and Exchange Commission of a Registration
Statement on Form S-4 (the "Registration Statement") under the Securities Act of
1933, as amended (the "Act"), relating to up to $200 million aggregate principal
amount of the Company's 9% Senior Subordinated Debentures due 2009 (the "New
Debentures") to be issued by the Company in exchange for an equal aggregate
principal amount of its outstanding 9% Senior Subordinated Debentures due 2009.
The New Debentures will be issued pursuant to an Indenture dated as of June 9,
1997, as modified by the First Supplemental Indenture dated as of June 24, 1997
and the Second Supplemental Indenture dated as of April 23, 2002 (as so
modified, the "Indenture"), between the Company (as successor to Silgan
Corporation), as Issuer, and National City Bank, N.A. (as successor trustee to
Bank One Trust Company N.A., which was the successor in interest to the First
National Bank of Chicago, as original trustee), as Trustee.

         We have reviewed and are familiar with such corporate proceedings and
other matters as we have deemed necessary for this opinion. In rendering this
opinion, we have assumed that the Indenture has been duly authorized, executed
and delivered by the Trustee, the New Debentures will be properly authenticated
by the manual signature of an authorized representative of the Trustee, and the
signatures on all documents examined by us are genuine, which assumptions we
have not independently verified. Based upon the foregoing, we are of the opinion
that the New



Debentures have been duly authorized and, when issued and sold in accordance
with the Registration Statement and the Indenture, will be valid and legally
binding obligations of the Company, enforceable against the Company in
accordance with their terms, and entitled to the benefits of the Indenture,
except as may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent transfer and similar laws affecting or relating to the
rights of creditors generally, by general principles of equity (regardless of
whether considered in a proceeding in equity or at law) and by requirements of
reasonableness, good faith and fair dealing.

         The foregoing opinion is limited to the Federal laws of the United
States and the General Corporation Law of the State of Delaware, and we express
no opinion as to the effect of the laws of any other jurisdiction.

         The opinion expressed herein is solely for your benefit and may not be
relied upon in any manner or for any purpose by any other person without our
express written consent.

         We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5 to the Registration Statement and to the
reference to our firm under the caption "Legal Matters" in the Prospectus
constituting a part of the Registration Statement. In giving this consent, we do
not thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.

                                              Very truly yours,

                                              /s/ Pillsbury Winthrop LLP


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