Exhibit 5



                                 May 20, 1998



M.D.C. Holdings, Inc.
3600 South Yosemite Street
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-        ),  which relates to the  registration  of 3,315,764
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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 and
Director Equity Incentive Plan (collectively, the "Plans").

         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 Plans, 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