EXHIBIT 5









                                                 February 16, 1996

Oakwood Homes Corporation
2225 South Holden Road
Greensboro, North Carolina 27417-0386

Gentlemen:

         You have requested our opinion in connection with the registration
under the Securities Act of 1933, as amended, of 1,500,000 shares of the $.50
par value Common Stock (the "Common Stock") of Oakwood Homes Corporation (the
"Company"), a North Carolina corporation, by the Registration Statement on Form
S-8 (the "Registration Statement") to be filed by you with the Securities and
Exchange Commission in connection with the Oakwood Homes Corporation Key
Employee Stock Plan.

         We have made such investigations of law, examined original copies,
certified or otherwise identified to our satisfaction, of such documents,
corporate records, certificates of public officials and other instruments, and
received such statements from officers and representatives of the Company, as we
have deemed necessary for purposes of this opinion.

         Based upon the foregoing, we are of the opinion that the 1,500,000
shares of the Common Stock covered by the Registration Statement have been duly
and validly authorized and will be validly issued, fully paid and nonassessable
when issued in accordance with the Oakwood Homes Corporation Key Employee Stock
Plan and receipt by the Company of the consideration therefor.

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

                                    Sincerely,


                                    KENNEDY COVINGTON LOBDELL & HICKMAN, L.L.P.


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