[REVLON, INC. LETTERHEAD]

                                                                  March   , 2003


Revlon, Inc.
625 Madison Avenue
New York, NY 10022

               Re: Revlon, Inc.
                   Registration Statement on Form S-3


Ladies and Gentlemen:


         I am a Senior Vice President, General Counsel and Secretary of Revlon,
Inc., a Delaware corporation (the "Company"), and have acted as its counsel in
connection with the registration by the Company of (i) transferable subscription
rights (the "Rights") to be distributed in connection with a rights offering
(the "Rights Offering") by the Company to the holders of record of its Class A
and Class B common stock, par value $0.01 per share (collectively the
"Holders"), and (ii) up to 3,913,044 shares (the "Shares") of the Company's
Class A common stock, par value $0.01 per share (the "Class A Common Stock"),
issuable upon the exercise of the Rights.


         This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended
(the "Act").


         In connection with this opinion, I have examined originals or copies,
certified or otherwise identified to my satisfaction, of (i) the Registration
Statement on Form S-3 (File No. 333-102969) filed with the Securities and
Exchange Commission (the "Commission") under the Act on February 5, 2003, as
amended by Amendment No. 1 to the Form S-3, filed with the Commission on
March 28, 2003 ( as amended, the "Registration Statement"); (ii) the Amended and
Restated Certificate of Incorporation of the Company, as amended to date and
currently in effect; (iii) the Amended and Restated By-Laws of the Company, as
amended to date and currently in effect; (iv) certain resolutions of the Board
of Directors of the Company, relating to the establishment of an independent
special committee of the Board of Directors of the Company (the "Special
Committee"); (v) certain resolutions






Revlon, Inc.
________ __, 2003
Page 2


of the Special Committee relating to the issuance of both the Rights and the
Shares in connection with the Rights Offering; (vi) certain resolutions of the
Board of Directors of the Company relating to the issuance of both the Rights
and the Shares in connection with the Rights Offering; (vii) a copy of a
specimen Subscription Rights Certificate representing the Rights; and (viii) a
copy of a specimen stock certificate representing the Shares. I also have
examined originals or copies, certified or otherwise identified to my
satisfaction, of such records of the Company and such agreements, certificates
of public officials, certificates of officers or other representatives of the
Company and others, and such other documents, certificates and records as I have
deemed necessary or appropriate as a basis for the opinions set forth herein.


        In my examination, I have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to me as originals, the conformity to original documents of all
documents submitted to me as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. In making my examination
of executed documents, I have assumed that the parties thereto, other than the
Company and its directors and officers, had the power, corporate or other, to
enter into and perform all obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or other, and execution and
delivery by such parties of such documents and the validity and binding effect
thereof on such parties. As to any facts material to the opinions expressed
herein that I have not independently established or verified, I have relied upon
statements and representations of officers and other representatives of the
Company and others.

        I am an attorney-at-law admitted to practice in the State of New York. I
do not express any opinion as to the laws of any jurisdiction other than the
corporate laws of the State of New York and the General Corporation Law of the
State of Delaware, and I do not express any opinion as to the effect of any
other laws on the opinion stated herein.

        Based upon and subject to the foregoing, I am of the opinion that:


        1. The issuance of the Rights has been duly authorized; when the
Registration Statement becomes effective under the Act and the Rights are







Revlon, Inc.
________ __, 2003
Page 3

distributed to the Holders as contemplated in the Registration Statement, they
will be validly issued; and when the Rights Offering has expired in accordance
with its terms, the Rights will be binding obligations of the Company
enforceable against the Company in accordance with their terms, except as such
enforcement may be limited by (A) bankruptcy, insolvency, reorganization,
fraudulent conveyance, moratorium or other similar laws now or hereafter in
effect relating to creditor's rights generally and (B) general principles of
equity (regardless of whether enforceability is considered in a proceeding at
law or in equity).


        2. The issuance and sale of the Shares upon exercise of the Rights have
been duly authorized and when (i) the Registration Statement becomes effective
under the Act, (ii) the Holders of the Rights have complied with the terms of
the Rights in connection with the exercise thereof and (iii) certificates
representing the Shares in the form of the specimen certificate examined by me
have been manually signed by an authorized officer of the transfer agent and
registrar for the Class A Common Stock and registered by such transfer agent and
registrar, and have been delivered to and paid for as contemplated by the Rights
and at a price per share not less than the per share par value of the Class A
Common Stock, the Shares will be validly issued, fully paid and nonassessable.

        I hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement. In giving this consent, I do not thereby
admit that I am included in the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the Commission.

                                                     Very truly yours,