[Ropes & Gray LLP Letterhead]

                                                                     Exhibit 5.1


November 7, 2003

United States Can Company
700 East Butterfield Road, Suite 250
Lombard, Illinois 60148


Ladies and Gentlemen:

     We have acted as counsel to United States Can Company, a Delaware
corporation (the "Company"), U.S. Can Corporation, a Delaware corporation (the
"Parent Guarantor"), and USC May Verpackugen Holding Inc., a Delaware
corporation (the "Subsidiary Guarantor" and together with the Parent Guarantor,
the "Guarantors") in connection with (i) the proposed issuance by the Company of
up to $125,000,000 aggregate principal amount of its 10 7/8% Series B Senior
Secured Notes due 2010 (the "Exchange Notes") registered under the Securities
Act of 1933, as amended (the "Securities Act"), in exchange for a like principal
amount of the Company's outstanding 10 7/8% Senior Secured Notes due 2010 (the
"Original Notes"), which have not been so registered (the "Exchange Offer"), and
(ii) the guarantee of the Exchange Notes by each of the Guarantors (the
"Guarantees").

     The Exchange Notes will be issued under an Indenture dated as of July 22,
2003, as such may be amended or supplemented from time to time prior to the
issuance of the Exchange Notes (the "Indenture"), by and among the Company, the
Parent Guarantor, the Subsidiary Guarantor and Wells Fargo Bank Minnesota,
National Association, as indenture trustee. The terms of the Guarantees are
contained in the Indenture, and the Guarantees will be issued pursuant to the
Indenture. This opinion is furnished in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act.

     We have examined and relied upon the information set forth in the
Registration Statement on Form S-4, as amended (the "Registration Statement"),
filed by the Company and the Guarantors with the Securities and Exchange
Commission (the "Commission") relating to the Exchange Offer and the Guarantees
and such other records, agreements, certificates and documents, and have made
such other and further legal and factual inquiries, as we have deemed necessary
as a basis for the opinions expressed herein. As to questions of fact not
independently verified by us, we have relied upon certificates of public
officials and officers of the Company and the Guarantors.

     The opinions expressed herein are limited to matters governed by the laws
of the State of New York, the corporate laws of the State of Delaware and the
federal laws of the United States of America.

     Based upon the foregoing and subject to the additional qualifications set
forth below, we are of the opinion that:




United States Can Company            - 2 -


     1.   The Exchange Notes have been duly authorized by all requisite
          corporate action of the Company and, when executed and authenticated
          in the manner provided for in the Indenture and delivered against
          surrender and cancellation of a like aggregate principal amount of
          Original Notes in accordance with the terms of the Exchange Offer, the
          Exchange Notes will (subject to the qualifications in the penultimate
          paragraph set forth below) constitute legal, valid and binding
          obligations of the Company entitled to the benefits of the Indenture
          and enforceable against the Company in accordance with their terms.

     2.   The Guarantees by the Guarantors have been duly authorized by all
          requisite corporate action of the Guarantors.

     3.   Upon the due issuance of the Exchange Notes in accordance with the
          terms of the Indenture and the Exchange Offer and the due execution
          and delivery of the Guarantees by the Guarantors in accordance with
          the terms of the Indenture and the Exchange Offer, such Exchange Notes
          shall be entitled to the benefits of the Guarantees by the Guarantors,
          and the Guarantees will (subject to the qualifications in the
          penultimate paragraph set forth below) constitute legal, valid and
          binding obligations of the Guarantors, enforceable against the
          Guarantors in accordance with their terms.

     Our opinion that the Exchange Notes and the Guarantees constitute legal,
valid and binding obligations of the Company and the Guarantors, respectively,
enforceable against the Company and the Guarantors, respectively, in accordance
with their respective terms, is subject to, and we express no opinion with
respect to, (i) bankruptcy, insolvency, reorganization, receivership,
liquidation, fraudulent conveyance, moratorium or similar laws of general
application affecting the rights and remedies of creditors and secured parties,
and (ii) general principles of equity.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus included therein. In giving this 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.


                                                     Very truly yours,

                                                     /s/ Ropes & Gray LLP

                                                     Ropes & Gray LLP