December 3, 2002





M.D.C. Holdings, Inc.

3600 S. Yosemite Street, Suite 900

Denver, Colorado 80237



         Re: M.D.C. Holdings, Inc. 7% Senior Notes due 2012



Ladies and Gentlemen:



         We have acted as counsel to M.D.C. Holdings, Inc., a Delaware

corporation (the "Company"), in connection with (i) the Company's Registration

Statement on Form S-3 (File No. 333-97225) (as amended, the "Registration

Statement") filed with the Securities and Exchange Commission (the "SEC") under

the Securities Act of 1933 (as amended, the "Act"), on July 29, 2002, as amended

on August 6, 2002, September 3, 2002, September 23, 2002 and October 1, 2002,

and (ii) the offering and sale by the Company of its 7% Senior Notes due 2012

(the "Notes"), which have been full and unconditionally guaranteed by certain of

its subsidiaries (the "Guarantors"). The Notes, together with the guarantees

issued by the Guarantors, are described herein as the "Debt Securities."



         All capitalized terms which are not defined herein shall have the

meanings assigned to them in the Registration Statement.



         In connection with the Company's and the Guarantors' preparation and

filing of the Registration Statement and their offering and sale of the Debt

Securities, we have examined originals or copies of all documents, corporate

records or other writings that we consider relevant for the purposes of this

opinion. In such examination, we have assumed the genuineness of all signatures

on all original documents, the authenticity of all documents submitted to us as

originals, and the conformity to original documents of all documents submitted

to us as photocopies of originals. As to matters of fact not directly within our

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