EXHIBIT 5
 
                                Law Offices of
                           BARTON, KLUGMAN & OETTING
                        333 S. Grand Avenue, 37th Floor
                      Los Angeles, California 90071-1599
                            Telephone 213-621-4000
                            Telecopier 213-625-1832
 
                               February 29, 1996
 
Jacobs Engineering Group Inc.
251 South Lake Avenue
Pasadena, CA 91101
 
Ladies and Gentlemen:
 
  This firm is general counsel to Jacobs Engineering Group Inc. (the
"Company") and has advised the Company in connection with the adoption of the
Jacobs Engineering Group Inc. 1989 Employee Stock Purchase Plan (the "Plan")
and all amendments thereto as described in the Company's Registration
Statement on Form S-8 under the Securities Act of 1933 (the "Registration
Statement") covering 1,500,000 additional shares of common stock reserved by
its shareholders on February 13, 1996 for issuance under the Plan.
 
  We have examined the Registration Statement and originals or copies,
certified or otherwise and identified to our satisfaction, of such corporate
records, documents, certificates and statements of officers and accountants of
the Company and of public officials and such other documents as we have
considered necessary for the purpose of rendering this opinion.
 
  Based on the foregoing and such other matters of fact and law as we deem
relevant for the purpose of rendering the opinions expressed herein, we are of
the opinion that:
 
    1. The 1,500,000 additional shares of the Company's common stock reserved
  for issuance under the Plan covered by the Registration Statement referred
  to above have been duly authorized for issuance and when issued in the
  manner contemplated by the Registration Statement will be duly issued,
  fully paid and non-assessable, with no personal liability attached to the
  ownership thereof under the laws of the State of Delaware, the state of
  incorporation of the Company or of the State of California, the state in
  which the Company's principal place of business is located;
 
    2. The Plan is not subject to the requirements of the Employee Retirement
  Income Security Act of 1974 and is not required to be qualified under
  Section 401 of the Internal Revenue Code, and has not been so qualified.
 
  We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the use of our name under the heading "LEGAL
OPINIONS" in the prospectus forming a part of the Registration Statement. In
giving such consent, we do not thereby admit that we come within the category
of persons whose consent is required under Section 7 of the Securities Act of
1933 or in the Rules and Regulations of the Securities and Exchange Commission
thereunder.
 
                                          Very truly yours,
 
                                          BARTON, KLUGMAN & OETTING