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 12, 1997
  
  
  
  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 5,959,803 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, or upon proper exercise of the stock
  purchase warrants and payment of the exercise price, will be 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.