EXHIBIT 5

                    Brega & Winters P.C.  Attorneys at Law
            Wells Fargo Center, 1700 Lincoln Street, Suite 2222
                          Denver, Colorado 80202

                                  May 24, 2000


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

       Re:  Registration Statement on Form S-3

  Gentlemen:

       This firm has represented Rentech, Inc., a Colorado corporation (the
  Company), in connection with the proposed offering by selling
  shareholders of up to 13,990,560 shares of its common stock, $.01 par
  value, including shares of common stock underlying its stock options and
  warrants to purchase common stock, pursuant to a registration statement
  on Form S-3. In connection with such representation, we have reviewed the
  Company's articles of incorporation, bylaws, minute books and the
  applicable laws of the state of Colorado.

       Based on such review, we are of the opinion that the shares of
  common stock issued or to be issued to the selling shareholders
  identified in the registration statement are fully paid and
  non-assessable.

       We hereby consent to the reference to our firm under the heading
  "LEGAL OPINIONS" in the registration statement on Form S-3 and the
  related prospectus and 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.