Exhibit 5

                      [O'MELVENY & MYERS LLP LETTERHEAD]

                                     July
                                     22nd
                                    1 9 9 8



                                                                     720,927-003

Rockford Industries, Inc.
1851 East First Street, Suite 600
Santa Ana, California 92705

               Re:  Registration Statement on Form S-8
                    ----------------------------------

Gentlemen:

               We are rendering this opinion to you in connection with a
Registration Statement on Form S-8 (the "Registration Statement") covering the
registration with the Securities and Exchange Commission under the Securities
Act of 1933, as amended, of 400,000 shares (the "Shares") of Common Stock, no
par value, of Rockford Industries, Inc., a California corporation (the
"Company"), issuable upon the exercise of options granted or to be granted under
the 1995 Stock Option Plan, as amended, of the Company (the "Plan"). We are
familiar with the proceedings heretofore taken by you in connection with the
authorization and issuance of the Shares.

               In connection with this opinion, we have examined such documents
and have reviewed such matters of fact and questions of law as we have
considered necessary for purposes hereof. On the basis of such examination and
review and, subject to proceedings being duly taken and completed by you as now
contemplated by us as your counsel prior to the issuance of the Shares, we are
of the opinion that the Shares to be issued under the Plan will, when issued and
sold in accordance with the terms of the Plan, be duly authorized, validly
issued, fully paid and non-assessable shares of Common Stock of the Company.

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

                           Respectfully submitted,



                           /s/ O'MELVENY & MYERS LLP