[LETTERHEAD]



                                        
                                November 25, 1997

Color Spot Nurseries, Inc.
3478 Buskirk Avenue, Suite 260
Pleasant Hill, California 94523

Ladies and Gentlemen:

     Color Spot Nurseries, Inc. (the "Company") has filed with the Securities
and Exchange Commission a registration statement (the "Registration Statement")
on Form S-1 (No. 333-37335), as amended through Amendment No. 1 filed on the
date hereof, which relates to the sale of up to $85,000,000 of the Company's __%
Senior Subordinated Notes due 2007 (the "Notes") and up to 40,000 units (the
"Units") each consisting of 40,000 shares of Series A Preferred Stock (the
"Preferred Stock") and warrants (the "Warrants") to purchase __ shares of the
Company's common stock, par value $.001 per share (the "Common Stock").

          We have examined such corporate records of the Company and such other
documents as we have deemed appropriate to give this opinion.

          Based upon the foregoing, we are of the opinion that (i) the Warrants,
the Preferred Stock and the Common Stock underlying the Warrants, when duly
executed and delivered by authorized officers of the Company and issued upon
receipt of the consideration to be paid therefor (all in conformity with the
Board of Directors' resolutions examined by us), will be validly issued, fully
paid and nonassessable, and (ii) the Notes, when issued in accordance with the
indenture, and upon receipt by the Company of the consideration therefor in
accordance with the underwriting agreement relating thereto, will be validly
issued, fully paid and nonassessable.

          We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement as it is proposed to be amended and to the use of our
name in the Prospectus that is a part of the Registration Statement under the
caption "Legal Matters."

                              Very truly yours,



                              BROWNSTEIN HYATT FARBER & STRICKLAND, P.C.