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                                                                       EXHIBIT 5



  [LETTERHEAD OF FRESHMAN, MARANTZ, ORLANSKI COOPER & KLEIN, a Law Corporation]




                                 April 26, 1999

Mustang Software
6200 Lake Ming Road
Bakersfield CA 93306

           Re:       Mustang Software, Inc.
                     Registration Statement on Form S-8 10,000 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 410,000 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,
                                         A Law Corporation