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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
                            75,000 Shares issuable upon exercise of options 
                            granted to Chris Rechtsteiner


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 75,000 shares of Common Stock, no
par value of the Company (the "Common Stock ") issuable upon exercise of options
granted to Chris Rechtsteiner (the "Christopher B. Rechtsteiner Stock Options").

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 the Christopher B. Rechtsteiner
Stock Options 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