<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>8
<FILENAME>a2026218zex-5.txt
<DESCRIPTION>EXHIBIT 5
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                                                                      Exhibit 5

                       [Hogan & Hartson L.L.P. Letterhead]

                               September 22, 2000



Board of Directors
McCormick & Company, Incorporated
18 Loveton Circle
Sparks, Maryland 21152

Ladies and Gentlemen:

     We are acting as counsel to McCormick & Company, Incorporated, a Maryland
corporation (the "Company"), in connection with the Company's registration
statement on Form S-3, as amended (the "Registration Statement"), filed with the
Securities and Exchange Commission relating to the proposed public offering of
up to $375,000,000 in aggregate amount of one or more series of unsecured debt
securities (the "Debt Securities"), all of which Debt Securities may be offered
and sold by the Company from time to time as set forth in the prospectus which
forms a part of the Registration Statement (the "Prospectus"), and as to be set
forth in one or more supplements to the Prospectus (each, a "Prospectus
Supplement"). This opinion letter is furnished to you at your request to enable
you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R.
Section 229.601(b)(5), in connection with the Registration Statement.

     For purposes of this opinion letter, we have examined copies of the
following documents:

     1.   An executed copy of the Registration Statement.

     2.   The Articles of Restatement of the Company, with amendments thereto
          (the "Charter"), as certified by the State Department of Assessments
          and Taxation of the State of Maryland (the "MSDAT") on September 1,
          2000 and as certified by the Assistant Secretary of the Company on the
          date hereof as being complete, accurate and in effect.

     3.   The Bylaws of the Company, as certified by the Assistant Secretary of
          the Company as of the date hereof as being complete, accurate and
          in effect.


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Board of Directors
McCormick & Company, Incorporated
September 22, 2000
Page 2


     4.   The proposed form of the Indenture between the Company and SunTrust
          Bank, as trustee (the "Trustee"), filed as Exhibit 4.1 to the
          Registration Statement (the "Indenture").

     5.   Resolutions of the Board of Directors of the Company adopted on
          September 19, 2000, as certified by the Assistant Secretary of the
          Company as of the date hereof as being complete, accurate and in
          effect, relating to the filing by the Company of the Registration
          Statement and related matters.

     For purposes of this opinion, we have assumed that (i) the issuance,
sale, amount and terms of any series of Debt Securities to be offered from
time to time will be duly authorized and determined by proper action of the
Board of Directors of the Company, consistent with the procedures and terms
described in the Registration Statement (each, a "Board Action") and in
accordance with the Charter, Bylaws and applicable Maryland law; and (ii) any
Debt Securities will be issued pursuant to the Indenture.

     In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of all natural persons, the
accuracy and completeness of all documents submitted to us, the authenticity of
all original documents, and the conformity to authentic original documents of
all documents submitted to us as copies (including telecopies). This opinion
letter is given, and all statements herein are made, in the context of the
foregoing.

     This opinion letter is based as to matters of law solely on the Maryland
General Corporation Law and New York contract law (but not including any
statutes, ordinances, administrative decisions, rules or regulations of any
political subdivision of the State of New York). We express no opinion herein as
to any other laws, statutes, regulations, or ordinances.

     Based upon, subject to and limited by the foregoing, we are of the opinion
that, as of the date hereof, when the Registration Statement has become
effective under the Securities Act of 1933, as amended (the "Act"), and when the
issuance of any series of Debt Securities has been (a) duly authorized by
applicable Board Action and duly authenticated by the Trustee, and (b) duly


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Board of Directors
McCormick & Company, Incorporated
September 22, 2000
Page 3

executed and delivered on behalf of the Company against payment therefor in
accordance with the terms of such Board Action, any applicable underwriting or
distribution agreement, the Indenture and any applicable supplemental indenture,
and as contemplated by the Registration Statement and/or the applicable
Prospectus Supplement, the Debt Securities will constitute valid and binding
obligations of the Company, enforceable in accordance with their terms, except
as may be limited by bankruptcy, insolvency, reorganization, moratorium or other
laws affecting creditors' rights (including, without limitation, the effect of
statutory and other law regarding fraudulent conveyances, fraudulent transfers
and preferential transfers) and except as may be limited by the exercise of
judicial discretion and the application of principles of equity, including,
without limitation, requirements of good faith, fair dealing, conscionability
and materiality (regardless of whether the Debt Securities are considered in a
proceeding in equity or at law).

     To the extent that the obligations of the Company under the Indenture may
be dependent upon such matters, we assume for purposes of this opinion that the
Trustee is duly organized, validly existing and in good standing under the laws
of its jurisdiction of organization; that the Trustee is duly qualified to
engage in the activities contemplated by the Indenture; that the Indenture has
been duly authorized, executed and delivered by the Trustee and constitutes the
valid and binding obligation of the Trustee enforceable against the Trustee in
accordance with its terms; that the Trustee is in compliance, with respect to
acting as a trustee under the Indenture, with all applicable laws and
regulations; and that the Trustee has the requisite organizational and legal
power and authority to perform its obligations under the Indenture.

     The opinion expressed above shall be understood to mean only that if there
is a default in performance of an obligation, (i) if a failure to pay or other
damage can be shown and (ii) if the defaulting party can be brought into a court
which will hear the case and apply the governing law, then, subject to the
availability of defenses and to the exceptions set forth in such opinion, the
court will provide a money damage (or perhaps injunctive or specific
performance) remedy.


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Board of Directors
McCormick & Company, Incorporated
September 22, 2000
Page 4

     This opinion letter has been prepared solely for your use in connection
with the filing of the Registration Statement and speaks as of the date
hereof. We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion letter.

     We hereby consent to the filing of this opinion letter as Exhibit 5 to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus constituting a part of the Registration
Statement. In giving this consent, we do not thereby admit that we are an
"expert" within the meaning of the Act.

                                                Very truly yours,


                                                /s/ Hogan & Hartson L.L.P.
                                                HOGAN & HARTSON L.L.P.


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