February 20, 1997


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-8 (Number 33-______), which relates to the registration of 1,500,000
shares of the $.01 par value Common Stock of the Company (the "Shares") which
may be issued to employees, officers and directors of the Company and its
subsidiaries in accordance with the Company's 401(k) Savings Plan (the "401(k)
Plan").

     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, when sold
and issued as contemplated in the Registration Statement and pursuant to the
401(k) Plan, will be legally issued (subject to compliance with applicable
federal and state securities laws), fully paid and are non-assessable.

     I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.

                                   Sincerely,

                                   /s/ Daniel S. Japha
                                   Daniel S. Japha
                                   General Counsel - Corporate
                                   and Secretary

DSJ:pfs