<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>4
<FILENAME>k64909a1ex5.txt
<DESCRIPTION>OPINION OF JOHN R. LEEKLEY
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<PAGE>
                                                                       EXHIBIT 5

                         [MASCO CORPORATION LETTERHEAD]

                                        December 21, 2001


Masco Corporation
21001 Van Born Road
Taylor, Michigan  48180

         RE:      MASCO CORPORATION
                  REGISTRATION STATEMENT ON FORM S-3

Dear Sirs:

         I am acting as your counsel in connection with the Registration
Statement on Form S-3 (the "Registration Statement") under the Securities Act of
1933, as amended, in which this opinion is included as Exhibit 5, registering
securities of Masco Corporation (the "Company"), including senior debt
securities (the "Senior Securities"), subordinated debt securities (the
"Subordinated Securities"), shares of Preferred Stock, $1.00 par value (the
"Preferred Stock"), depositary shares representing Preferred Stock ("Depositary
Shares") evidenced by depositary receipts (the "Receipts"), shares of Common
Stock, $1.00 par value (the "Common Stock") and related preferred stock purchase
rights (the "Rights"), share purchase contracts (the "Purchase Contracts") and
share purchase units (the "Purchase Units"). The Senior Securities are to be
issued under an Indenture dated as of February 12, 2001 between the Company and
Bank One Trust Company, National Association, as Trustee (the "Senior
Indenture"), and the Subordinated Securities are to be issued under an Indenture
between the Company and The Bank of New York, as Trustee (the "Subordinated
Indenture"). The Senior Securities and Subordinated Securities are herein
referred to as the "Securities," and the Senior Indenture and the Subordinated
Indenture are herein referred to as the "Indentures." The Depositary Shares will
be issued pursuant to a deposit agreement (the "Deposit Agreement") between the
Company and a depositary agent. The Preferred Stock, the Depositary Shares and
the Common Stock are herein referred to as the "Shares."

         In addition to the Shares and the related Rights, the Registration
Statement also registers an indeterminate number of shares of Common Stock of
the Company (the "Conversion Shares") and related Rights (the "Conversion
Rights") that may be issued upon conversion of convertible Securities or
Preferred Stock or delivered pursuant to the Purchase Contracts.

         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:




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Masco Corporation
Page 2


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

         (2) The Senior Indenture has been duly authorized, executed and
delivered by the Company and is a valid and binding obligation of the Company;

         (3) The Subordinated Indenture has been duly authorized, and when
executed and delivered by the Company will be a valid and binding obligation of
the Company;

         (4) When the Subordinated Indenture has been duly executed and
delivered by the Company and when the issuance of the Securities has been duly
authorized by appropriate corporate action and such Securities have been duly
executed, authenticated and delivered in accordance with the Indentures and sold
as described in the Registration Statement, including the Prospectus and
Prospectus Supplements relating to such Securities, subject to the final terms
of the Securities being in compliance with then applicable law, the Securities
will be valid and binding obligations of the Company entitled to the benefits of
the Indentures;

         (5) When the issuance of the Common Stock and any related Rights has
been duly authorized by appropriate corporate action and the Common Stock and
any related Rights have been duly issued and sold as described in the
Registration Statement, including the Prospectus and Prospectus Supplements
relating to the Common Stock and any related Rights, the Common Stock and will
be legally issued, fully paid and non-assessable and any related Rights will be
valid and binding obligations of the Company;

         (6) When the issuance of the Preferred Stock has been duly authorized
by appropriate corporate action and the Preferred Stock has been duly issued and
sold as described in the Registration Statement, including the Prospectus and
Prospectus Supplements relating to the Preferred Stock, the Preferred Stock will
be legally issued, fully paid and non-assessable;

         (7) The Deposit Agreement has been duly authorized by the Company, and
when executed and delivered by the Company will be a valid and binding
obligation of the Company;

         (8) When the issuance of the Depositary Shares and the underlying
Preferred Stock has been duly authorized by appropriate corporate action and the
Receipts have been duly issued in accordance with the Deposit Agreement and sold
as described in the Registration Statement, including the Prospectus and
Prospectus Supplements relating to the Depositary Shares, the Depositary Shares
will be legally issued, fully paid and non-assessable and the Receipts will be
valid and binding obligations of the Company;


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Masco Corporation
Page 3


         (9) When the issuance of the Conversion Shares and related Conversion
Rights issuable upon conversion of convertible Securities or Preferred Stock or
deliverable pursuant to the Purchase Contracts has been duly authorized by
appropriate corporate action and when the Conversion Shares and related
Conversion Rights have been issued as described in the Registration Statement,
including the Prospectus and Prospectus Supplements relating to such convertible
Securities, convertible Preferred Stock, Purchase Contracts or Purchase Units,
the Conversion Shares will be legally issued, fully paid and non-assessable and
the related Conversion Rights will be valid and binding obligations of the
Company;

         (10) When the issuance of the Purchase Contracts has been duly
authorized by appropriate corporate action and when the Purchase Contracts have
been duly issued and sold as described in the Registration Statement, including
the Prospectus and Prospectus Supplements relating to the Purchase Contracts,
the Purchase Contracts will be valid and binding obligations of the Company; and

         (11) When the issuance of the Purchase Units has been duly authorized
by appropriate corporate action and when the Purchase Units have been duly
issued and sold as described in the Registration Statement, including the
Prospectus and Prospectus Supplements relating to the Purchase Units, the
Purchase Units 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-3. I also consent to the reference to
me under the caption "Legal Opinions" in the Prospectus.

                                        Very truly yours,


                                        /s/ John R. Leekley
                                        ---------------------------
                                        John R. Leekley
                                        Senior Vice President and
                                          General Counsel



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