Exhibit 5





                                February 24, 1997


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-8 (Number  33-54429),  which  relates to the  registration  of  2,944,289
shares of the $.01 par value Common Stock of the Company  (the  "Shares")  which
may be issued to  employees,  officers  and  directors  of the  Company  and its
subsidiaries  in accordance with the Company's  Employee  Equity  Incentive Plan
(the "Employee Plan"), the Director Equity Incentive Plan (the "Director Plan"),
including shares of restricted stock issued to certain  employees of the Company
pursuant to the Employee  Plan as all or part of a special  bonus  authorized by
the Company's Compensation Committee.

         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,  when
sold and issued as  contemplated in the  Registration  Statement and pursuant to
the  Employee  Plan and  Director  Plan,  will be  legally  issued  (subject  to
compliance with applicable  federal and state securities  laws),  fully paid and
are non-assessable.

         I hereby  consent  to the  filing of this  opinion  as Exhibit 5 to the
Registration Statement.

                                                   Sincerely,

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

DSJ:pfs