Exhibit 5



  M.D.C. HOLDINGS, INC.
  3600 South Yosemite, Suite 900
  Denver, Colorado  80237
  (303) 773-1100


                                November 26, 1996


M.D.C. Holdings, Inc.
3600 South Yosemite
Suite 900
Denver, Colorado 80237

Ladies and Gentlemen:

         M.D.C. Holdings, Inc. (the "Company") has filed with the Securities and
Exchange Commission a registration  statement (the "Registration  Statement") on
Form S-3 (Number 33-______),  which relates to the registration of 37,124 shares
of the $.01 par  value  Common  Stock of the  Company  (the  "Shares")  owned by
Messrs. Larry A. Mizel and David D. Mandarich.

         I have  examined such  corporate  records of the Company and such other
documents as I have deemed appropriate to render this opinion.

         Based upon the foregoing, I am of the opinion that the Shares have been
legally issued, fully paid and are non-assessable.

         I hereby  consent  to the  filing of this  opinion  as Exhibit 5 to the
Registration  Statement  and to the  use of my name  under  the  caption  "Legal
Matters" in the Prospectus that is a part of the Registration Statement.

                                                 Sincerely,

                                                 /s/ Daniel S. Japha
                                                 ---------------------------
                                                 Daniel S. Japha
                                                 General Counsel - Corporate
                                                 and Secretary

DSJ:pfs