(LETTERHEAD OF BROWNSTEIN HYATT FARBER & STRICKLAND, P.C.
           APPEARS HERE)


                                  May 18, 1994



M.D.C. Holdings, Inc.
3600 South Yosemite Street
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-4 (Registration No. 33-52245), as amended, which relates to the exchange
of $1,000 principal amount of the Company's Series B 11 1/8% Senior Notes due
2003 (the "New Notes") and related guarantees (the "New Guarantees") made by
certain of the Company's subsidiaries, for each $1,000 principal amount of the
Company's 11 1/8% Senior Notes due 2003 (the "Old Notes") and related guarantees
made by certain of the Company's subsidiaries.

     We have examined such corporate records of the Company and certain of its
subsidiaries (the names of which appear on the cover page of the Registration
Statement) and such other documents as we have deemed appropriate to render this
opinion.

     Based upon the foregoing, we are of the opinion that the New Notes and New
Guarantees have been duly authorized and, when exchanged in accordance with the
exchange offer procedures set forth in the Registration Statement and the
Indenture relating to the New Notes and New Guarantees, will constitute valid
and binding agreements of the Company, in the case of the New Notes, and of the
respective guarantors, in the case of the New Guarantees.
    
     We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the use of our name in the Prospectus that is a
part of the Registration Statement under the caption "Legal Matters."     

                                     Very truly yours,

                                     Brownstein Hyatt Farber & Strickland, P.C.

 
                                     /s/ Brownstein Hyatt Farber &
                                            Strickland, P.C.

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