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                             PHILLIPS & HADDAN LLP
                                Attorneys at Law
                        4675 MacArthur Court, Suite 710
                        Newport Beach, California 92660
                                 (714) 752-6100
                            Facsimile (714) 752-6161

                                                                    Exhibit 5

                                November 3, 1997

Modtech, Inc.
2830 Barrett Ave
Perris, CA 92751

Gentlemen:

     In connection with the pending Registration Statement on Form S-1 (the
"Registration Statement") filed by our client Modtech, Inc., a California
corporation (the "Company"), with the Securities and Exchange Commission (File
No. 333-37473) for the purpose of registering for sale under the Securities Act
of 1933, as amended, up to an aggregate of 3,450,000 shares of the Company's
Common Stock, $.01 par value, of which up to 1,000,000 are to be issued and
sold by the Company ("Shares"), we have been requested to provide our opinion
as to certain legal matters regarding the issuance of the Shares.

     For the purpose of rendering this opinion, we made such have legal and
factual examination and inquiries as we have deemed necessary or appropriate
for purposes of this opinion. On the basis of such examination and inquiries,
and relying thereon, we are of the Opinion that the Shares, when issued and
paid for in the manner described in the Registration Statement, will be duly
authorized and validly issued, fully paid and nonassessable under the laws of
the State of California.

     We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Opinions" in the Prospectus which comprises a part of the Registration
Statement.

                              Very truly yours,


                              /s/ PHILLIPS & HADDAN, LLP

                              PHILLIPS & HADDAN, LLP