[HAYNES AND BOONE, LLP LETTERHEAD]


                                                                       EXHIBIT 5


April 22, 2004


Commercial Metals Company
6565 N. MacArthur Blvd., Suite 800
Irving, Texas 75039

Ladies and Gentlemen:

         We have acted as special counsel to Commercial Metals Company, a
Delaware corporation (the "COMPANY"), in connection with the public offering of
up to $200,000,000 aggregate principal amount of the Company's 5.625% senior
notes due 2013 (the "NEW NOTES"). The New Notes are to be issued under an
indenture dated as of July 31, 1995, as supplemented by that certain
supplemental indenture dated as of November 12, 2003 (collectively with such
supplemental indenture, the "INDENTURE"), among the Company and JPMorgan Chase
Bank, formerly known as The Chase Manhattan Bank (the "TRUSTEE"), pursuant to an
exchange offer (the "EXCHANGE OFFER") in exchange for a like principal amount of
the Company's issued and outstanding 5.625% senior notes due 2013 (the "OLD
NOTES," and collectively with the New Notes, the "NOTES"). The New Notes are
being registered pursuant to a Registration Statement on Form S-4 (as amended or
supplemented, the "REGISTRATION STATEMENT") filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended.

         This opinion is limited to the laws of the State of New York, the
federal laws of the United States of America and, to the extent relevant to the
opinions expressed herein, the Delaware General Corporation Law (the "DGCL"),
including applicable provisions of the Delaware constitution and reported
judicial decisions. The Indenture and the Notes are governed by the laws of the
State of New York.

         In connection therewith, we have examined and relied upon the original,
or copies certified to our satisfaction, of (i) the Restated Certificate of
Incorporation of the Company, as amended; (ii) the Restated Bylaws of the
Company, as amended; (iii) the minutes and records of the corporate proceedings
of the Company with respect to the issuance by the Company of the Notes; (iv)
the Registration Statement and all exhibits thereto; (v) the Indenture; (vi) the
form of the New Notes; and (vii) such other documents and instruments as we have
deemed necessary and advisable for the expression of the opinions contained
herein.

         In making the foregoing examinations, we have assumed the genuineness
of all signatures, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us
as certified or photostatic copies thereof and the authenticity of the originals
of such latter documents. As to all questions of fact material to this opinion,
where such facts have not been independently established, and as to the content
and form of certain minutes, records, resolutions or other documents or writings




Commercial Metals Company
April 22, 2004
Page 2


of the Company, we have relied, to the extent we have deemed reasonably
appropriate, upon representations or certificates of officers of the Company or
governmental officials. For purposes of this opinion, we have assumed that the
Indenture is valid and binding on the Trustee and enforceable against the
Trustee in accordance with its terms.

         Based upon and subject to the foregoing and the limitations,
qualifications, exceptions and assumptions set forth herein, we are of the
opinion that when the New Notes (in the form examined by us) have been duly
executed and authenticated (to the extent required) in accordance with the terms
of Indenture and have been delivered upon consummation of the Exchange Offer
against receipt of the Old Notes surrendered in exchange therefore in accordance
with the terms of the Exchange Offer, the New Notes will be valid and binding
obligations of the Company, except as the same may be limited by (i) applicable
bankruptcy, insolvency, reorganization, moratorium, rearrangement, liquidation,
conservatorship or similar laws of general application now or hereafter in
effect relating to or affecting the rights of creditors generally, (ii) general
equitable principles (whether or not such enforceability is considered in a
proceeding at law or in equity), concepts of materiality, reasonableness, good
faith and fair dealing, and the discretion of the court before which any
proceeding therefore may be brought, (iii) public policy considerations which
may limit the rights of parties to obtain certain remedies, and (iv) the fact
that a court may not grant specific performance or any other equitable remedy
with respect to enforcement of any provision contained in the New Notes or the
Indenture.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement relating to the Exchange Offer and to the reference to
our firm under the caption "Legal Matters" in the prospectus constituting a part
of the Registration Statement.

         This opinion is rendered solely to you in connection with the above
matter. This opinion may not be relied upon by you for any other purpose or
relied upon by or furnished to any other person without our prior written
consent.

                                           Very truly yours,

                                           /s/Haynes and Boone, LLP

                                           Haynes and Boone, LLP