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                                    EXHIBIT 5

                         CONSENT OF IRELL & MANELLA LLP




                                  June 24, 1998



The Newhall Land and Farming Company (a California Limited
Partnership)
23823 Valencia Boulevard
Valencia, California 91355

         Re:      Registration Statement for Offering of
                  3,050,000 Depositary Units


Ladies and Gentlemen:

         In connection with your registration of 3,050,000 Depositary Units of
The Newhall Land and Farming Company (a California Limited Partnership) (the
"Company") on Form S-8 under the Securities Act of 1933, as amended, we advise
you that, in our opinion, when such Depositary Units have been issued and sold
pursuant to the provisions of the Company's 1995 Option/Award Plan and in
accordance with the Registration Statement, such Depositary Units will be duly
authorized, validly issued, fully paid and non-assessable with no personal
liability attaching to the ownership thereof except as may otherwise be provided
for in the California Revised Limited Partnership Act and Section 5.1 of the
Company's Limited Partnership Agreement.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

                                            Very truly yours,

                                            /s/ IRELL & MANELLA LLP
                                            ---------------------------------
                                            Irell & Manella LLP