EXHIBIT 5

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

                                  June 26, 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 and Rentech, Inc. of up to 8,805,560 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 pursuant to this 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.