EXHIBIT 5







                               December 19, 1995



DEL WEBB CORPORATION
6001 North 24th Street
Phoenix, Arizona 85016

Ladies and Gentlemen:

                  Reference is made to your  proposed  offering  pursuant to the
Del Webb  Corporation  1995  Director  Stock  Plan (the  "Plan") of up to 75,000
shares of the Company's  Common Stock,  $.001 par value (the "Plan Shares"),  as
contemplated in the Registration  Statement on Form S-8 and the Exhibits thereto
to be filed by the Company  with the  Securities  and Exchange  Commission  (the
"SEC"),  under the Securities Act of 1933, as amended, on December 19, 1995 (the
"Registration Statement"). It is our opinion that:

         1.       All requisite action, other than any action on the part of the
                  proposed  offerees,  to make valid the  proposed  transactions
                  will have been taken when (i) the  Registration  Statement has
                  been filed with the SEC and has become  effective and (ii) the
                  Company has complied  with the state  securities or "blue sky"
                  laws with respect to the offer and sale of the Plan Shares.

         2.       Upon completion of the foregoing steps, the Plan Shares,  when
                  (i) the purchase  price  therefor has been paid to the Company
                  and (ii) the same shall have been acquired as  contemplated in
                  the  Registration  Statement,  will be validly  issued,  fully
                  paid, and non-assessable.

Consent is hereby given to the use of this  opinion as part of the  Registration
Statement.

                                       Very truly yours,



                                       Snell & Wilmer L.L.P.