EXHIBIT 5



April 22, 1998

Oakwood Homes Corporation
7800 McCloud Road
Greensboro, North Carolina 27409-9634

Gentlemen:

You have requested our opinion in connection with the registration under the
Securities Act of 1933, as amended, of an aggregate of 136,250 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 Schult Homes Corporation 1995
Share Incentive Plan and that certain Stock Option Agreement with Michael Wolf
(the "Wolf Option").

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 136,250 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 Schult Homes Corporation 1995 Share Incentive Plan and
the Wolf Option 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,

                               /s/ Kennedy Covington Lobdell & Hickman, L.L.P.

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