<PAGE>
EXHIBIT 5
Brega & Winters P.C. Attorneys at Law
Wells Fargo Center, 1700 Lincoln Street, Suite 2222
Denver, Colorado 80202
June 26, 2000
Rentech, Inc.
1331 17th Street, Suite 720
Denver, Colorado 80202
Re: Registration Statement on Form S-3
Gentlemen:
This firm has represented Rentech, Inc., a Colorado corporation (the
Company), in connection with the proposed offering by selling
shareholders and Rentech, Inc. of up to 8,805,560 shares of its common
stock, $.01 par value, including shares of common stock underlying its
stock options and warrants to purchase common stock, pursuant to a
registration statement on Form S-3. In connection with such
representation, we have reviewed the Company's articles of incorporation,
bylaws, minute books and the applicable laws of the state of Colorado.
Based on such review, we are of the opinion that the shares of
common stock issued or to be issued pursuant to this registration
statement are fully paid and non-assessable.
We hereby consent to the reference to our firm under the heading
"LEGAL OPINIONS" in the registration statement on Form S-3 and the
related prospectus and to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the registration statement.
Very truly yours,
(Signature)
BREGA & WINTERS P.C.
