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                                                                     EXHIBIT (5)
 
                          THE PROCTER & GAMBLE COMPANY
 
                                                                  Legal Division
                                                                    P.O. Box 599
                                                          Cincinnati, Ohio 45201
                                                                    May 15, 1996
The Procter & Gamble Company
One Procter & Gamble Plaza
Cincinnati, Ohio 45202
 
Gentlemen/Mesdames:
 
  This opinion is rendered for use in connection with the Registration
Statement on Form S-3, filed by The Procter & Gamble Company (the "Company")
with the Securities and Exchange Commission on May 15, 1996 (the "Registration
Statement"), under which $500,000,000 aggregate principal amount of debt
securities (the "Debt Securities") consisting of debentures, notes and/or other
unsecured evidences of indebtedness of the Company and warrants to purchase
Debt Securities or to buy and sell government securities, foreign currencies,
currency units or units of a currency index or currency basket, units of a
stock index or stock basket or a commodity or a commodity index (the
"Warrants") to be offered as set forth in the Registration Statement are being
registered for sale to the public.
 
  As counsel for the Company, I have examined and am familiar with originals or
copies, certified or otherwise, identified to my satisfaction, of such
statutes, documents, corporate records, certificates of public officials and
other instruments as I have deemed necessary for the purpose of this opinion,
including the Amended Articles of Incorporation, Regulations and By Laws of the
Company and the records of the proceedings of the shareholders and directors of
the Company.
 
  Upon the basis of the foregoing, I am of the opinion that:
 
    (a) The Company has been duly incorporated and is validly existing and in
  good standing as a corporation under the laws of Ohio;
 
    (b) When the Registration Statement shall have been declared effective by
  order of the Securities and Exchange Commission, the terms of the Debt
  Securities and Warrants and of their issue and sale have been duly
  established, with respect to the Debt Securities, in conformity with the
  Indenture dated as of September 28, 1992 between the Company and The First
  National Bank of Chicago, as Trustee, and, with respect to the Warrants, in
  conformity with the Warrant Agreement (for Debt Securities) or the Warrant
  Agreement, as the case may be, and the Debt Securities and Warrants shall
  have been duly executed by the Company and, with respect to the Debt
  Securities, authenticated and delivered by the Trustee in accordance with
  said Indenture and the Debt Securities and Warrants issued and sold as
  contemplated in the Registration Statement, then the Debt Securities and
  Warrants will be legally issued and will constitute valid and binding
  obligations of the Company in accordance with their terms, subject as to
  enforcement, to bankruptcy, insolvency, reorganization, and other laws of
  general applicability relating to or affecting creditors' rights and to
  general equity principles, and shall be entitled to the benefits of said
  Indenture and Warrant Agreements, as the case may be, respectively.
 
  I hereby consent to the filing of this opinion as Exhibit (5) to the
Registration Statement and to the reference to my name in the Registration
Statement.
 
                                          Very truly yours,
 
                                          /s/ Chris B. Walther
 
                                          Chris B. Walther 
                                          Counsel
