EXHIBIT 5





                                  [LETTERHEAD]


                                November 14, 1997


RPC, Inc.
2170 Piedmont Road, N.E.
Atlanta, Georgia 30324

    Re:  Form S-8 Registration Statement

Gentlemen:

    We have acted as counsel to RPC, Inc., a Delaware corporation (the 
"Company"), in connection with the preparation of a Registration Statement on 
Form S-8 (the "Registration Statement") filed by the Company with the 
Securities and Exchange Commission under the Securities Act of 1933, as 
amended (the "Act"), relating to an offer by the Company of up to 800,000 
additional shares of the Company's Common Stock, $.10 par value (the 
"Shares"), pursuant to the Company's 1994 Employee Stock Incentive Plan 
("Plan").

    In acting as counsel to the Company, we have examined and relied upon 
such corporate records, documents, certificates and other instruments and 
examined such questions of law as we have considered necessary or appropriate 
for the purposes of this opinion. In addition, we assume that the purchase 
price per Share will, in all cases, equal or exceed the par value of a Share. 
Based upon and subject to the foregoing, we advise you that in our opinion 
the Shares to be sold pursuant to and in accordance with the Plan have been 
duly and validly authorized and will, upon receipt in full of the purchase 
price provided in the Plan and upon issuance pursuant to a current prospectus 
in conformity with the Act, be legally issued, fully paid and non-assessable.

    We consent to the filing of this opinion as an exhibit to the 
Registration Statement and the reference to this firm under the caption 
"Interests of Named Experts and Counsel" contained therein and elsewhere in 
the Registration Statement. This consent is not to be construed as an 
admission that we are a party whose consent is required to be filed with the 
Registration Statement under the provisions of the Act.

                                       Very truly yours,



                                       ARNALL GOLDEN & GREGORY, LLP

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