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                                                                       EXHIBIT 5

                                Form of Opinion

                          JONES, DAY, REAVIS & POGUE
                              3500 SunTrust Plaza
                           303 Peachtree Street, NE
                         Atlanta, Georgia  30308-3242
                                 (404)521-3939


                                      -------------, 1999

Simmons Company
One Concourse Parkway
Atlanta, Georgia  30328

Ladies and Gentlemen:

        We are acting as counsel to Simmons Company (the "Company"), a
corporation organized under the laws of the State of Delaware, in connection
with (i) the offer to exchange (the "Senior Note Exchange Offer") $1,000
principal amount at maturity of the Company's 10 1/4% Senior Subordinated Notes
due 2009 (the "Exchange Notes") for each $1,000 principal amount at maturity of
the Company's outstanding 10 1/4% Senior Subordinated Notes due 2009 (the
"Private Notes") and (ii) the preparation of the prospectus (the "Prospectus")
contained in the registration statement on Form S-4 (the "Registration
Statement")(No. 333-76723) filed with the Securities and Exchange Commission by
the Company for the purpose of registering the Exchange Notes under the
Securities Act of 1933 (the "Act").  The Private Notes have been, and the
Exchange Notes will be, issued pursuant to an Indenture, dated as of March 16,
1999 (the "Indenture"), between the Company and SunTrust Bank, Atlanta, as
Trustee.  Unless otherwise defined herein, terms defined in the Prospectus are
used herein as defined therein.

        We have examined originals or copies, certified or otherwise identified
to our satisfaction, of such corporate records, agreements, documents, and other
instruments and such certificates or comparable documents of public officials
and representatives of the Company and have made such other and further
investigations as we have deemed relevant and necessary as a basis for the
opinions hereinafter set forth.  In such examination, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such latter documents.

        Based on the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that when the Exchange Notes,
substantially in the form as set forth on an exhibit to the Indenture filed as
Exhibit 4.1 to the Registration Statement, have been duly executed by the
Company and authenticated by the Trustee in accordance with the Indenture and
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duly delivered in exchange for the Private Notes in accordance with the Senior
Note Exchange Offer in the manner described in the Registration Statement, the
Exchange Notes will constitute valid and legally binding obligations of the
Company enforceable in accordance with their terms, except to the extent
enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or affecting
creditors' rights generally and general equitable principles (whether considered
in a proceeding in equity or at law).

        We hereby consent to the use of our name under the caption "Legal
Matters" in the Prospectus forming part of the Registration Statement and to
the filing of this opinion as Exhibit 5 to the Registration Statement.

                                        Very truly yours,