EXHIBIT 5


                                                                   17 June, 2002


Helen of Troy Limited
Clarendon House
2 Church Street
Hamilton HM 11, Bermuda

Dear Sirs,

                    RE: HELEN OF TROY LIMITED (THE "COMPANY")
                          REGISTRATION OF COMMON STOCK

         We have acted as special legal counsel in Bermuda to the Company in
connection with the registration by the Company of an aggregate of 3,000,000 of
its common shares of US$0.10 par value to be issued pursuant to the Helen of
Troy Limited 1998 Stock Option and Restricted Stock Plan (the "Plan"), and such
additional common shares as may become issuable pursuant to the anti-dilution
provisions of the Plan (such shares collectively referred to as (the "Shares")).

         For the purposes of giving this opinion, we have examined an electronic
copy dated 17 June, 2002 of a draft Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission on 17 June, 2002 under the Securities Act of 1933, as amended (the
"Act").

         We have also reviewed the memorandum of association and the bye-laws of
the Company, a photocopy of written resolutions of the board of directors of the
Company effective 8 March, 2002, a photocopy of resolutions passed at a meeting
of its shareholders held on 28 August, 2001, and such other documents and made
such enquiries as to questions of law as we have deemed necessary in order to
render the opinion set forth below.

         We have assumed (a) the genuineness and authenticity of all signatures
and the conformity to the originals of all copies of documents (whether or not
certified), (b) the accuracy and completeness of all factual representations
made in the Registration Statement and other documents reviewed by us, (c) full
payment for the Shares upon the exercise of the stock options pursuant to the
Plan, (d) that there is no provision of the law of any jurisdiction, other than
Bermuda, which would have any implication in relation to the opinions expressed
herein.

         We have made no investigation of and express no opinion in relation to
the laws of any jurisdiction other than Bermuda. This opinion is to be governed
by and construed in accordance with the laws of Bermuda and is limited to and is
given on the basis of the current law and practice in Bermuda. This opinion is
issued solely for your benefit and is not to be relied upon by any other person,
firm or entity or in respect of any other matter.

         On the basis of and subject to the foregoing, we are of the opinion
that the Shares to be registered by the Company as described in the Registration
Statement, when issued by the Company, will be validly issued, fully paid and
nonassessable (meaning that no further sums will be payable with respect to the
holdings of the Shares).

         We hereby consent to the filing of this opinion as exhibit to the
Registration Statement. In giving such consent, we do not admit that we come
within the category of persons whose consent is required by Section 7 of the Act
or the rules and regulations of the Securities and Exchange Commission
thereunder.

                                         Yours faithfully,

                                         CONYERS DILL & PEARMAN
                                         By:      /s/ Conyers Dill & Pearman
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