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                                                                       EXHIBIT 5

                                 [LETTERHEAD]

                                 June 28, 1996

Mustang Software
6200 Lake Ming Road
Bakersfield CA 93306

                 Re:      Mustang Software, Inc.
                          Registration Statement on Form S-8
                          444,000 Shares issuable upon exercise of options
                          granted under 1994 Incentive and Nonstatutory Stock
                          Option Plan

Dear Sirs:

We are counsel to Mustang Software, Inc. a California (the "Company"). We have
assisted the Company in its preparation of a Registration Statement (the
"Registration Statement") on Form S-8 under the Securities Act of 1933, as
amended (the "Securities Act"), registering 444,000 shares of Common Stock, no
par value of the Company (the "Common Stock") issuable upon exercise of
options granted and to be granted under the Company's 1994 Incentive and
Nonstatutory Stock Option Plan (the "Plan").

In rendering this opinion, we have considered such questions of law and
examined such statutes and regulations, corporate records, certificates and
other documents and have made such other examinations, searches and
investigations as we have considered necessary. In such examination we have
assumed the genuineness of all signatures and 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 as photocopies or telecopies. We have
not made an independent examination of the laws of any jurisdiction other than
California and the Federal Law of the United States. and we do not express or
imply any opinions in respect to the laws of any other jurisdiction. The
opinions expressed herein are based on legislation and regulations in effect on
the date hereof.

Based on and subject to the foregoing we are of the opinion that the Common
Stock, when issued pursuant to the exercise of options under the Plan and the
purchase price therefor has been paid, will be duly and validly issued, fully
paid and nonassessable shares of Common Stock.

We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement. This consent is not to be construed as an admission
that we are a person whose consent is required to be filed with the
Registration Statement under the provisions of the Securities Act.

                                        Very truly yours,


                                             
                                        /s/   FRESHMAN, MARANTZ, ORLANSKI,
                                              COOPER & KLEIN
                                        -----------------------------------
                                              FRESHMAN, MARANTZ, ORLANSKI,
                                              COOPER & KLEIN