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                                                                       EXHIBIT 5

            [FRESHMAN, MARANTZ, ORLANSKI COOPER & KLEIN LETTERHEAD]


                                                                    489.162449-4

                               November 23, 1999

Mustang.com, Inc.
6200 Lake Ming Road
Bakersfield, CA 93306


          Re:  Mustang.com, Inc.
               Registration Statement on Form S-3
               SEC 333-90841

Dear Sirs:

We have acted as special counsel to Mustang.com, Inc., a California corporation
(the "Company"),  in connection with the preparation and filing with the
Securities and Exchange Commission of the Registration Statement on Form S-3,
File No. 333-90841, together with Amendment No. 1 thereto (collectively, the
"Registration Statement"), of the Company, with exhibits as filed in connection
therewith and the form of prospectus contained therein, for registration for
resale under the Securities Act of 1933, as amended, of 1,440,864 shares of the
Company's common stock, no par value (the "Common Stock").

For purposes of this opinion, we have examined such matters of law and
originals, or copies certified or otherwise identified to our satisfaction, of
such documents, corporate records and other instruments as we have deemed
necessary. In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as certified,
photostatic or conformed copies, and the authenticity of the originals of all
such latter documents. We have also assumed the due execution and delivery of
all documents where due execution and delivery are prerequisites to the
effectiveness thereof. We have relied upon certificates of public officials and
certificates of officers of the Company for the accuracy of material, factual
matters contained therein that were not independently established.

Based on the foregoing an on all other instruments, documents and matters
examined for the rendering of this opinion, it is our opinion that

     1.   in the case of the shares of Common Stock that are outstanding at the
date hereof and registered pursuant to the Registration Statement, such shares
are legally issued, fully paid and non-assessable shares of the Common Stock of
the Company; and

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Mustang.com, Inc.
November 23, 1999
Page 2

     2.   in the case of the shares of Common Stock registered pursuant to the
Registration Statement issuable upon exercise of warrants, such shares will be,
upon exercise of the warrants and payment of the applicable exercise price
therefor, legally issued, fully paid and non-assessable shares of the Common
Stock.

We express no opinion as to the applicability or effect of any laws, orders or
judgments of any state or jurisdiction other than the substantive laws of the
State of California. Further, our opinion is based solely upon existing laws,
rules and regulations, and we undertake no obligation to advise you of any
changes that may be brought to our attention after the date hereof.

We consent to the use of our name under the caption "Legal Matters" in the
Prospectus, constituting part of the Registration Statement, and to the filing
of this opinion as an exhibit to the Registration Statement.

By giving you this opinion and consent, we do not admit that we are experts
with respect to any part of the Registration Statement or Prospectus within the
meaning of the term expert as used in Section 11 of the Securities Act, or the
rules and regulations promulgated thereunder by the SEC, nor do we admit that
we are in the category of persons whose consent is required under Section 7 of
the Securities Act.



                                   Very truly yours,
                                   /s/ Freshman, Marantz, Orlanski
                                            Cooper & Klein
                                   FRESHMAN, MARANTZ, ORLANSKI
                                   COOPER & KLEIN