EXHIBIT 5
 
                                 LAW OFFICES OF
                         Barton, Klugman & Oetting LLP
                      333 South Grand Avenue - Suite 3700
                         Los Angeles, California 90071

                              TEL: (213) 621-4000



                                February 2, 1998



Jacobs Engineering Group Inc.
1111 South Arroyo Parkway
Pasadena, CA 91105

Ladies and Gentlemen:

          This firm is counsel to Jacobs Engineering Group Inc. (the "Company")
and has advised the Company in connection with the adoption of the Jacobs
Engineering Group Inc.  1981 Executive Incentive Plan (the "1981 Plan") as
described in the Company's Registration Statement on Form S-8 under the
Securities Act of 1933 and covering 1,200,000 shares of its common stock
reserved for the 1981 Plan (the "Registration Statement").

          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 opinion expressed herein, we are
of the opinion that:

             1.  The shares of the Company's common stock reserved for issuance
     under the 1981 Plan 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 

 
Jacobs Engineering Group Inc.
February 20, 1998
Page Two

     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, is not required to be qualified
     under Section 401 of 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
going 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 the Rules and Regulations of the Securities and Exchange Commission
thereunder.


                              Very truly yours,

                              BARTON, KLUGMAN & OETTING LLP