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                                                                       EXHIBIT 5




                               August 27, 1996



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

        Re:      Belmont Homes, Inc.
                 Registration Statement on Form S-8

Ladies and Gentlemen:

        In our capacity as counsel to Belmont Homes, Inc., a Mississippi
corporation (the "Company"), we have examined the Registration Statement on
Form S-8 (the "Registration Statement") in form as proposed to be filed by the
Company under the Securities Act of 1933, as amended, relating to the
registration of 450,000 shares of the common stock, par value $.10 per share,
of the Company (the "Common Stock"), pursuant to the terms of the 1994
Incentive Stock Plan and the 1994 Non-Qualified Stock Option Plan for
Non-Employee Directors (collectively, the "Plans"). In this regard, we have
examined and relied upon such records, documents and other instruments as in
our judgment are necessary or appropriate in order to express the opinions
hereinafter set forth.

        Based upon the foregoing, we are of the opinion that the 450,000 shares
of Common Stock referred to in the Registration Statement, to the extent
actually issued pursuant to the Plans and in the manner and on the terms
described in the Registration Statement, will be duly and validly issued, fully
paid and nonassessable shares of the Common Stock of the Company.

        We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and further consent to the reference to us under the
caption "Legal Matters" in the Prospectus included in the Registration
Statement.



                                        Very truly yours,


                                        /s/ Waller Lansden Dortch & Davis
                                            A Professional Limited 
                                            Liability Company