Exhibits 5.1 and 23.3

                             DAVIS POLK & WARDWELL
                              450 LEXINGTON AVENUE
                            NEW YORK, NEW YORK 10017



                                                           March 12, 2001



R.J. Reynolds Tobacco Holdings, Inc.
141 North Main Street
Winston-Salem, North Carolina 27102

R. J. Reynolds Tobacco Company
141 North Main Street
Winston-Salem, North Carolina 27102

RJR Acquisition Corp.
1201 North Market Street, Suite 1702
Wilmington, Delaware 19801

Ladies and Gentlemen:

     We have acted as counsel for R.J. Reynolds Tobacco Holdings, Inc., a
Delaware corporation (the "Company") and R. J. Reynolds Tobacco Company, a New
Jersey corporation, and RJR Acquisition Corp., a Delaware corporation (the
"Guarantors") in connection with the Registration Statement on Form S-3 (File
No. 333-92489) (the "Registration Statement") filed by the Company and the
Guarantors with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, for the registration of the sale from time
to time of (i) the Company's debt securities (the "Debt Securities") which may
be issued pursuant to an indenture among the Company, the Guarantors and The
Bank of New York, as trustee (the "Trustee") (the "Indenture") and (ii) the
Guarantors' guarantees (the "Guarantees") of such debt securities under the
Indenture.

     We have examined originals or copies, certified or otherwise identified to
our satisfaction, of such documents, corporate records, certificates of public
officials and other instruments as we have deemed necessary for the purposes of
rendering this opinion.

     On the basis of the foregoing, we are of the opinion that when the
Indenture and any supplemental indenture to be entered into in connection with
the issuance of any Debt Securities have been duly authorized, executed and
delivered by the Trustee and the Company; the specific terms of a particular
series of Debt Securities have been duly authorized and established in
accordance with the Indenture; and such Debt Securities have been duly
authorized, executed, authenticated, issued and delivered in accordance with the
Indenture and the applicable underwriting or other agreement, such Debt
Securities and the related Guarantees will constitute valid and binding
obligations of the Company and the Guarantors, respectively, enforceable in







accordance with their terms, subject to the effects of applicable bankruptcy,
insolvency and similar laws affecting creditors' rights generally and equitable
principles of general applicability.

     In connection with the opinions expressed above, we have assumed that, at
or prior to the time of the delivery of any such security, (i) the Board of
Directors shall have duly established the terms of such security and duly
authorized the issuance and sale of such security and such authorization shall
not have been modified or rescinded; (ii) the Registration Statement shall have
been declared effective and such effectiveness shall not have been terminated or
rescinded; and (iii) there shall not have occurred any change in law affecting
the validity or enforceability of such security. We have also assumed that none
of the terms of any security to be established subsequent to the date hereof,
nor the issuance and delivery of such security, nor the compliance by the
Company or the Guarantors with the terms of such security will violate any
applicable law or will result in a violation of any provision of any instrument
or agreement then binding upon the Company or the Guarantors, or any restriction
imposed by any court or governmental body having jurisdiction over the Company
or the Guarantors.

     We are members of the Bar of the State of New York and the foregoing
opinion is limited to the laws of the State of New York, the federal laws of the
United States of America and the General Corporation Law of the State of
Delaware.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In addition, we consent to the reference to us under the
caption "Legal Matters" in the prospectus.

     This opinion is rendered solely to you in connection with the above matter.
This opinion may not be relied upon by you for any other purpose or relied upon
by or furnished to any other person without our prior written consent.

                                                      Very truly yours,


                                                      /s/ Davis Polk & Wardwell