Exhibit  5

                                         NANCY  G.  BROWN
                                         Vice  President  and  General  Counsel
                                         Direct  Dial:  614-225-2014
                                         Fax:  614-225-2108

October  2,  2003

Borden  Chemical,  Inc.
180  East  Broad  Street
Columbus,  OH  43215-3799


Ladies  and  Gentlemen:

     I  am  General Counsel for Borden Chemical, Inc., a New Jersey corporation,
(the  "Company") and have advised the Company in connection with the preparation
and  filing  by  the  Company  with  the Securities and Exchange Commission of a
Registration Statement on Form S-8 under the Securities Act of 1933, as amended,
(the  "Registration  Statement")  relating  to  the  issuance  by the Company of
shares,  or  options  to acquire such shares, of the Company's Common Stock, par
value  $.01  per  share, (collectively the "Shares") pursuant to the Amended and
Restated  1996  Stock  Purchase  and  Option  Plan  for  Key Employees of Borden
Chemical,  Inc.  and  Subsidiaries  (the  "Plan").

     I  have reviewed the corporate action of the Company in connection with the
authorization  of  the  grant of options to acquire Shares and have examined and
have  relied  as  to  matters  of  fact  upon  originals or copies, certified or
otherwise  identified to my satisfaction, of such corporate records, agreements,
documents and other instruments and such certificates or comparable documents or
oral  statements  of public officials and of officers and representatives of the
Company,  and  have  made such other and further investigations as I have deemed
relevant  and  necessary  as a basis for the opinions hereinafter set forth.  In
such  examination,  I  have assumed the genuineness of all signatures, the legal
capacity  of  natural persons, the authenticity of all documents submitted to me
as originals, the conformity to original documents of all documents submitted to
me  as certified or photostatic copies, and the authenticity of the originals of
such  latter  documents.

     Based upon the foregoing, and subject to the qualifications and limitations
stated  herein,  I hereby advise you that in my opinion, the grant of options to
acquire  Shares  has  been  duly  authorized  and,  when  issued  and  sold  as
contemplated  by  the  Plan,  such Shares will be validly issued, fully paid and
non-assessable.



Borden  Chemical,  Inc.
Page  Two
October 2, 2003



     I  am  a  member  of  the Bar of the State of Ohio and I do not express any
opinion  herein  concerning  any  law  other than the federal laws of the United
States  and  the  New  Jersey  Business  Corporation  Act.

     This  opinion  is  rendered  to  you in connection with the above-described
transactions.  This  opinion may not be relied upon by you for any other purpose
or  relied  upon  by,  or  furnished  to,  any other person, firm or corporation
without  my  prior  written  consent.

     I  hereby  consent to the filing of this opinion of counsel as Exhibit 5 to
the  Registration  Statement.


                                         Very  truly  yours,




                                         Nancy  G.  Brown