EXHIBIT 5


             [LETTERHEAD OF WOMBLE CARLYLE SANDRIDGE & RICE, PLLC]


July 17, 2002

Blue Rhino Corporation
104 Cambridge Plaza Drive
Winston-Salem, North Carolina 27104

         Re:      Registration Statement on Form S-3

Gentlemen:

         We have acted as counsel to Blue Rhino Corporation (the "Company") in
connection with the registration by the Company of 1,372,071 shares of its
Common Stock, $.001 par value per share (the "Shares"), which may be offered
and sold from time to time by one of the Company's stockholders. We have
assisted the Company in the preparation of a Registration Statement on Form S-3
(the "Registration Statement") filed on the date hereof by the Company with the
Securities and Exchange Commission (the "Commission") pursuant to the
Securities Act of 1933, as amended (the "Securities Act"). This opinion is
provided pursuant to the requirements of Item 16 of Form S-3 and Item 601(b)(5)
of Regulation S-K.

         In connection with the foregoing, we have examined, among other
things, the Registration Statement and certified copies of the Company's Second
Amended and Restated Certificate of Incorporation, as amended, the Company's
Amended and Restated Bylaws, the Common Stock Purchase Warrant dated as of June
15, 2001 and issued by the Company to Allied Capital Corporation (the
"Warrant"), and Resolutions of the Company's Board of Directors adopted June
15, 2001. In rendering this opinion, we have relied on a certificate of
officers of the Company with respect to the accuracy of factual matters
contained therein.

         In connection with our review, we have assumed: (i) the genuineness of
all signatures; (ii) the authenticity of all documents submitted to us as
originals and the conformity to original documents of all documents submitted
to us as certified or photostatic copies; and (iii) the proper issuance and
accuracy of certificates of officers and agents of the Company and public
officials.

         Based on the foregoing, we are of the opinion that, assuming the
Shares are issued upon exercise of the Warrant in full on the date hereof in
accordance with the terms thereof, the Shares will be validly issued, fully
paid and nonassessable.

         This opinion is limited to the corporate laws of the State of
Delaware, and we are expressing no opinion as to the effect of the laws of any
other jurisdiction. This opinion is rendered as of the date hereof, and we
undertake no obligation to advise you of any changes in applicable law or other
matters that may come to our attention after the date hereof.

         We hereby consent to be named in the Registration Statement under the
heading "Legal Matters" as attorneys who passed upon the validity of the Shares
and to the filing of a copy of this opinion as Exhibit 5 to the Registration
Statement. In giving this consent, we do not admit that we are within the
category of persons whose consent is required by Section 7 of the Securities
Act or other rules and regulations of the Commission thereunder.


                                    Very truly yours,


                                    /s/ Womble Carlyle Sandridge & Rice, PLLC
                                    -------------------------------------------


JCH
PAZ


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