[Logo] M.D.C. HOLDINGS, INC. 3600 SOUTH YOSEMITE, SUITE 900 DENVER, COLORADO 80237 (303) 773-1100 EXHIBIT 5 May 31, 1995 M.D.C. Holdings, Inc. 3600 South Yosemite Suite 900 Denver, Colorado 80237 Ladies and Gentlemen: M.D.C. Holdings, Inc. (the "Company") has filed with the Securities and Exchange Commission a registration statement (the "Registration Statement") on Form S-3 (Number 33-____), which relates to the registration of 66,315 shares of the $.01 par value Common Stock of the Company (the "Shares") owned by Messrs. Larry A. Mizel, Spencer I. Browne and David D. Mandarich. I have examined such corporate records of the Company and such other documents as I have deemed appropriate to render this opinion. Based upon the foregoing, I am of the opinion that the Shares have been legally issued, fully paid and are non-accessible. I hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement and to the use of my name under the caption "Legal Matters" in the Prospectus that is a part of the Registration Statement. Sincerely, /s/ Daniel S. Japha Daniel S. Japha General Counsel - Corporate and Assistant Secretary DSJ:dlh