<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>2
<FILENAME>ex5.txt
<TEXT>



                                                                      Exhibit 5


                                 March 30, 2001


Masco Corporation
21001 Van Born Road
Taylor, MI  48180

     Re: Masco Corporation
         Registration Statement on Form S-4

Dear Sirs:

     I am acting as your counsel in connection with the Registration Statement
on Form S-4 under the Securities Act of 1933, as amended, in which this opinion
is included as Exhibit 5, registering an aggregate of 20,000,000 shares of
Common Stock, $1.00 par value (the "Shares"), and related preferred stock
purchase rights (the "Rights"), of Masco Corporation, a Delaware corporation
(the "Company").

     I or attorneys under my supervision upon whom I am relying, have examined
originals or copies, certified or otherwise identified to my satisfaction, of
such documents and corporate records, as I have deemed necessary or advisable
for the purpose of this opinion. Based upon the foregoing, I am of the opinion
that:

          (1) The Company has been duly incorporated and is a validly existing
     corporation in good standing under the laws of the State of Delaware; and

          (2) When the issuance of the Shares and the related Rights have been
     duly authorized by appropriate corporate action and the Shares and related
     Rights have been duly issued as described in the Registration Statement,
     including the Prospectus and Prospectus Supplements relating to the Shares
     and the related Rights, the Shares will be legally issued, fully paid and
     nonassessable and the Rights will be valid and binding obligations of the
     Company.

     I hereby consent to the filing of this opinion as Exhibit 5 to the
Company's Registration Statement on Form S-4. I also consent to the reference
to me under the caption "Legal Opinion" in the Prospectus.

                                               Very truly yours,



                                               John R. Leekley
                                               Senior Vice President
                                                and General Counsel

</TEXT>
</DOCUMENT>
