EXHIBIT 5.1




                                    March 18, 1997


Superior National Insurance Group, Inc.
26601 Agoura Road
Calabasas, California 91302

Ladies and Gentlemen:

    You have requested our opinion with respect to 3,205,000 shares of the
common stock, no par value (the "Shares"), of Superior National Insurance Group,
Inc., a California corporation (the "Company"), which Shares are to be issued in
connection with certain transactions contemplated by (i) the Company's 1986
Non-Statutory Stock Option and Non-Statutory Stock Purchase Plan (the "1986
Plan"), pursuant to which the Company will issue shares of its common stock upon
the exercise of options granted under such plan and (ii) the Company's 1995
Stock Incentive Plan (the "1995 Plan"), pursuant to which the Company will issue
shares of its common stock (a) that will be subject to a repurchase right of the
Company ("Restricted Stock") or (b) upon the exercise of certain options granted
under such plan.  The Shares are the subject of a Registration Statement on
Form S-8 (the "Registration Statement"), to which this opinion is attached as an
exhibit, to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended.

    We have examined (i) the Company's Articles of Incorporation, as amended
and restated and currently in effect, (ii) the Company's Bylaws, to date, (iii)
the 1986 Plan and (iv) the 1995 Plan.  We have also examined the records of
corporate proceedings taken in connection with the adoption of each of the 1986
Plan and the 1995 Plan.

    Based upon the foregoing examinations and subject to compliance with the
applicable state securities and "blue sky" laws, we are of the opinion that the
Shares, when offered, sold and paid for pursuant to the exercise of (i) options
granted under each of the 1986 Plan and 1995 Plan and (ii) rights to purchase
Restricted Stock under the 1995 Plan, will be duly authorized, validly issued,
fully paid and non-assessable.

    We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.

                                            Very truly yours,



                                            /s/ Riordan & McKinzie