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Exhibit 5
June 8, 2000
Masco Corporation
21001 Van Born Road
Taylor, MI 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 under the Securities Act of 1933 registering an aggregate
of 163,717 shares of Common Stock, $1.00 par value (the "Shares"), of Masco
Corporation, a Delaware corporation (the "Company").
In furnishing this opinion, 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 appropriate in connection with 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) the Shares have been duly authorized and issued and, when
sold in accordance with the procedures described in the Registration
Statement, will be legally issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Company's Registration Statement on Form S-3.
Very truly yours,
/s/John R. Leekley
John R. Leekley
Senior Vice President and
General Counsel
