EXHIBIT 5

September 28, 2000

Countrywide Credit Industries, Inc.
4500 Park Granada
Calabasas, California 91302

Ladies and Gentlemen:

I have acted as counsel to Countrywide Credit  Industries,  Inc. (the "Company")
in connection  with the  preparation of the  Registration  Statement on Form S-8
(the "Registration Statement") under the Securities Act of 1933, as amended (the
"Securities  Act"),  relating to the  registration of 5,500,000 shares of common
stock (the "Common Stock") of the Company, par value $.05, to be issued pursuant
to the terms of the Company's 2000 Stock Option Plan (the "Plan").

In connection with rendering this opinion I have examined  originals,  or copies
identified  to my  satisfaction  as being  true  copies  of  originals,  of such
documents as I have deemed appropriate. In such examination, I have assumed that
all  signatures on original  documents  were genuine and that all documents were
duly executed and  delivered,  where due execution and delivery are requisite to
the effectiveness thereof.

On the basis of the  foregoing  examination  and  assumptions,  and in  reliance
thereon,  and upon consideration of applicable law, I am of the opinion that the
Common Stock covered by the Registration Statement,  when issued and paid for in
accordance with the Plan, will be validly issued, fully paid and non-assessable.

I am admitted to  practice in the State of  California,  and I render no opinion
herein as to matters involving the laws of any jurisdiction other than the State
of California and the federal laws of the United States of America,  except that
I am  generally  familiar  with the laws of the State of Delaware  presently  in
effect as they relate to corporate  organization for purposes of the opinion set
forth herein.  This opinion is limited to such laws as they presently  exist, to
present  judicial  interpretation  thereof  and to the  facts as they  presently
exist.  I assume no obligation to revise or supplement  this opinion  should the
present laws of the  jurisdictions  mentioned  herein be changed by  legislative
actions, judicial decisions or otherwise.

I  hereby  consent  to the  inclusion  of  this  opinion  as an  exhibit  in the
Registration Statement. In giving such consent, I do not thereby admit that I am
in the  category of persons  whose  consent is required  under  Section 7 of the
Securities  Act or the Rules and  Regulations  of the  Securities  and  Exchange
Commission.

Very truly yours,

/s/ Sandor E. Samuels

Sandor E. Samuels
General Counsel