EXHIBIT 5.1


                      R.J. REYNOLDS TOBACCO HOLDINGS, INC.

                                 April 27, 2001


R.J. Reynolds Tobacco Holdings, Inc.
401 North Main Street
Winston-Salem, NC 27102

Ladies and Gentlemen:

     I have acted as counsel for R.J. Reynolds Tobacco Holdings, Inc., a
Delaware corporation, in connection with the accompanying Registration Statement
on Form S-8 (the "Registration Statement") for the issuance and sale of up to
5,000,000 shares of Common Stock, par value $.01 per share (the "Common Stock"),
to participants ("Participants") in the R. J. Reynolds Capital Investment Plan
(the "CIP") and the Savings and Investment Plan for Employees of R. J. Reynolds
Tobacco Company in Puerto Rico (together with the CIP, the "Plans").

     I have examined the Registration Statement, its exhibits and such other
documents and records, and made such other investigations as I have deemed
necessary and relevant for this opinion. Based on this review, I am of the
opinion that, upon the receipt of adequate consideration therefor, any Common
Stock distributed to Participants pursuant to the Plans will be duly authorized,
validly issued, fully paid and non-assessable.

     The opinion set forth herein is limited to the General Corporation Law of
the State of Delaware and the federal laws of the United States.

     I consent to the filing of this opinion as an exhibit to the Registration
Statement.



                                       Very truly yours,

                                       /s/ Charles A. Blixt, Esq.
                                       --------------------------
                                       Charles A. Blixt, Esq.
                                       EXECUTIVE VICE PRESIDENT,
                                       GENERAL COUNSEL, AND ASSISTANT SECRETARY