Exhibit 5
                         [Letterhead of Blank Rome LLP]

                                                                  March 15, 2004

U.S. Home & Garden Inc.
655 Montgomery Street
San Francisco, CA 94111

Gentlemen:

     You have  requested  our opinion with respect to the offer and sale by you,
U.S. Home & Garden Inc., a Delaware  corporation (the "Company"),  pursuant to a
Registration  Statement  (the  "Registration  Statement")  on Form S-8 under the
Securities Act of 1933, as amended (the "Act"), of (i) up to 4,240,000 shares of
common  stock,  par value $.001 per share (the "Common  Stock"),  of the Company
(the  "Plan  Shares"),  issuable  upon  exercise  of stock  options  granted  or
available  for future grant under the  Company's  1991 Stock  Option Plan,  1995
Stock  Option  Plan,  1997  Stock  Option  Plan,  1999  Stock  Option  Plan  and
Non-Employee Director Stock Option Plan (collectively,  the "Plans"); (ii) up to
1,899,493  shares of Common Stock (the  "Non-Plan  Shares")  issuable  under the
exercise of certain  non-Plan  options or warrants (the Plan Shares and Non-Plan
Shares are collectively  referred to as the "Option Shares");  and (iii) 135,000
shares of Common  Stock (the  "Employee  Shares") to be issued to an employee of
the Company as compensation.

     We have examined originals, or copies certified or otherwise identified to
our satisfaction, of such documents and corporate and public records as we deem
necessary as a basis for the opinion hereinafter expressed. With respect to such
examination, we have assumed the genuineness of all signatures appearing on all
documents presented to us as originals, and the conformity to the originals of
all documents presented to us as conformed or reproduced copies. Where factual
matters relevant to such opinion were not independently established, we have




relied upon certificates of executive officers and responsible employees and
agents of the Company.

     Based upon the foregoing, it is our opinion that the Option Shares and the
Employee Shares have been duly and validly authorized and when sold, paid for
and issued as contemplated by the agreements pursuant to which they were issued
or the Plans, as the case may be, will be duly and validly issued and fully paid
and nonassessable.

     Please be advised  that  certain  partners of this firm are the  beneficial
owners of shares of Common Stock and options and/or warrants to purchase  shares
of Common Stock.

     We hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement. In giving this consent, we do not thereby concede that
we come within the categories of persons whose consent is required by the Act or
the General Rules and Regulations promulgated thereunder.

                                                              Very truly yours,

                                                              /s/ Blank Rome LLP

                                                              Blank Rome LLP