[LETTERHEAD OF TOBIN & TOBIN]

                                                                       EXHIBIT 5


                                 March 17, 1998



The Board of Directors
Headlands Mortgage Company
1100 Larkspur Landing Circle, Suite 101
Larkspur, CA  94939

          Re:  Registration Statement on Form S-8 relative to the 1997
               Executive and Non-Employee Director Stock Option Plan
               -----------------------------------------------------

Ladies and Gentlemen:

          We have acted as your counsel in connection with the registration
under the Securities Act of 1933, as amended (the "Securities Act"), of an
aggregate of up to 1,970,000 shares (the "Shares") of common stock (the "Common
Stock") of Headlands Mortgage Company, a California corporation (the "Company"),
issuable pursuant to the Company's 1997 Executive and Non-Employee Director
Stock Option Plan (the "Plan").

          This opinion is delivered in accordance with the requirements of Items
601(b)(5) and (23) of Regulation S-K under the Securities Act.

          In connection with this opinion, we have examined and are familiar
with originals or copies, certified or otherwise identified to our satisfaction,
of (i) the Registration Statement on Form S-8, relating to the Shares, filed
with the Securities and Exchange Commission (the "Commission") under the
Securities Act (together with all exhibits thereto, the "Registration
Statement"), (ii) the Prospectus of the Plan to be given to participants
pursuant to the requirements of Part I of the Registration Statement, (iii) the
Articles of Incorporation of the Company, as amended and presently in effect,
(iv) the Bylaws of the Company in effect as of the date hereof, (v) resolutions
of the Board of Directors of the Company relating to the issuance of the Shares
and the filing and effectiveness of the Registration Statement, and (vi) a
specimen of the certificates representing the Shares.  We have also examined
such other documents, certificates and records as we have deemed necessary or
appropriate as a basis for the opinion set forth below.

          In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies, and the
authenticity of the originals of such copies.  As to any facts material to this
opinion which we did not independently establish or verify, we have relied upon
oral or written statements and representations of officers and other
representatives of the Company and others.

          Members of our firm are admitted to the practice of law in the State
of California and we do not express any opinion as to the laws of any other
jurisdiction.

 
          Based upon and subject to the foregoing, we are of the opinion that
the Shares to be issued by the Company pursuant to the Plan, as described in the
Registration Statement, have been duly and validly authorized for issuance, and,
upon issuance and delivery of the Shares in accordance with the terms of the
Plan, the Shares will be validly issued, fully paid and non-assessable.

          We hereby consent to the filing of this opinion with the Commission as
Exhibit 5 to Form S-8 and its incorporation by reference as an exhibit to the
Registration Statement.  In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act or under the rules and regulations of the Commission promulgated
thereunder.

                                    Very truly yours,



                                    /s/ Tobin & Tobin