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                                               EXHIBIT 5
   
                       Brega & Winters P.C.  Attorneys at Law
               One Norwest Center, 1700 Lincoln Street, Suite 2222
                             Denver, Colorado 80202
                                  (303) 866-9400
                               FAX:  (303) 861-9109
   
   
                                     September 6, 1996
   
   
   
   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 its proposed offering by selling
   shareholders of approximately 10,045,396 Shares of Common Stock, $.01 par
   value (the "Shares"), 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 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.