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