Exhibit 5.1

May 7, 2001

Board of Directors of
M.D.C. Holdings, Inc.
3600 South Yosemite Street, Suite 900
Denver, Colorado  80237

Dear Ladies and Gentlemen:

Reference is made to the registration statement on Form S-8 to be filed with the
Securities and Exchange Commission (the "Commission") on or about May 7, 2001
(the "Registration Statement") by M.D.C. Holdings, Inc., a Delaware corporation
(the "Company"), for the purpose of registering under the Securities Act of
1933, as amended (the "Act"), 1,900,000 shares of its Common Stock, $.01 par
value (the "Common Stock") which may be issued to employees, officers and
directors of the Company and its subsidiaries in accordance with the Company's
Employee Equity Incentive Plan and Director Equity Incentive Plan (collectively,
the "Plans").

I have examined such corporate records of the Company and such other documents
as I have deemed appropriate to render this opinion.

Based upon the foregoing, I am of the opinion that the Common Stock, when sold
and issued as contemplated in the Registration Statement and pursuant to the
Plans, will be legally issued (subject to compliance with applicable federal and
state securities laws), fully paid and are non-assessable.

I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement.


Sincerely,



/s/ Daniel S. Japha
Daniel S. Japha
Vice President of Law and Secretary