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                                 EXHIBIT 5.1
                            OPINION OF ATTORNEYS

                                                            Exhibit 5.1


                               January 27, 2000



  Rentech, Inc.
  1331 17th Street, Suite 720
  Denver, CO 80202

  Gentlemen:

       We have acted as counsel to Rentech, Inc., a Colorado corporation
  (the "Company"), with respect to the legality of 500,000 shares of Common
  Stock, par value $.01 per share (the "Shares"), to be offered by the
  Company pursuant to its 1998 Stock Option Plan, registered in its
  Registration Statement on Form S-8 and being offered by the Prospectus
  delivered to employees of the Company.

       In our opinion, the Shares being offered, upon issuance and payment
  therefor, will be duly authorized, validly issued, fully paid and
  non-assessable.

       We hereby consent to the filing of this opinion with the Securities
  and Exchange Commission as an exhibit to the Registration Statement.

                                      Very truly yours,

                                      (signature)

                                      BREGA & WINTERS P.C.