Exhibit 5

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

                                October 24, 2002


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

     Re:  Registration Statement No. 333-85682 on Form S-3/A
          Amendment No. Two

Gentlemen:

     This firm has represented Rentech, Inc., a Colorado corporation
(the Company), in connection with the proposed offering by selling
shareholders of up to 8,672,986 shares of its common stock, $.01 par
value, including shares of common stock underlying its convertible
promissory notes and stock purchase warrants and stock options to
purchase common stock, pursuant to a registration statement on Form
S-3/A. 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, validly issued 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/A 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,


                                /s/ BREGA & WINTERS P.C.