EXHIBIT 5




                                [WCSR LETTERHEAD]

                                 January 7, 2003

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

         Re:      Blue Rhino Corporation 1998 Stock Incentive Plan, as amended

Gentlemen:

         We have acted as counsel to Blue Rhino Corporation (the "Company") in
connection with its registration under the Securities Act of 1933, as amended,
of an aggregate of 1,500,000 shares of its common stock, $0.001 par value (the
"Shares"), which are proposed to be offered and sold pursuant to the Blue Rhino
Corporation 1998 Stock Incentive Plan, as amended (the "Plan"). The Company is
filing today a Registration Statement on Form S-8 (the "Registration Statement")
with the Securities and Exchange Commission (the "Commission") with respect to
the Shares. This opinion is provided pursuant to the requirements of Item 8(a)
of Form S-8 and Item 601(b)(5) of Regulation S-K.

         We have reviewed the Company's certificate of incorporation and bylaws,
each as amended to date, and have examined the originals, or copies certified or
otherwise identified to our satisfaction, of corporate records of the Company,
including minute books of the Company as furnished to us by the Company,
certificates of public officials and of representatives of the Company, statutes
and other instruments and documents, as a basis for the opinions hereinafter
expressed. In rendering this opinion, we have relied upon certificates of public
officials and officers of the Company with respect to the accuracy of the
factual matters contained in such certificates. We also have reviewed the Plan
and the Registration Statement.

         In connection with such review, we have assumed with your permission
(1) the genuineness of all signatures and the legal competence of all
signatories; (2) 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 (3) the proper issuance and accuracy of
certificates of public officials and officers and agents of the Company. In
rendering opinions as to future events, we have assumed the facts and law
existing on the date hereof.

         Based upon the foregoing and the qualifications and limitations set
forth below, and having regard for such legal considerations as we have deemed
relevant, we are of the opinion that the Shares have been duly authorized and,
when issued and paid for in accordance with the terms of the Plan, will be
validly issued, fully paid and nonassessable.

         This opinion is delivered solely for your benefit in connection with
the Registration Statement and the transactions provided for therein and may not
be quoted in whole or in part, referred to, filed with any governmental agency
or otherwise used or relied upon by any other person or for any other purpose
without our prior written consent.

         This opinion is limited to the 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 any other
matters that may come to our attention after the date hereof.

         We hereby consent to being named in the Registration Statement 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