EXHIBIT 5.1









                                                  November 1, 2002


Brett R. Meinsen
Vice President -- Finance
Reinhold Industries, Inc.
12827 E. Imperial Hwy.
Santa Fe Springs, CA 90670-4713

Ladies and Gentlemen:

         We have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Reinhold Industries, Inc., a Delaware
corporation ("Reinhold"), with the Securities and Exchange Commission (the
"Commission") in connection with the registration of 132,700 shares (the
"Shares") of Reinhold's Class A Common Stock, $.01 par value per share, reserved
for issuance pursuant to Reinhold's Amended and Restated Stock Incentive Plan
(the "Plan"). This opinion is being delivered to you, and will be filed with the
Commission, at your request and pursuant to Item 601(b)(5) of Regulation S-K
promulgated by the Commission.

         In that connection, we have reviewed originals or copies of, among
other things, the Registration Statement and the Plan, which is attached to the
Registration Statement as Exhibit 4(i). Unless otherwise defined in this letter,
each term defined in the Registration Statement and used in this letter in
initially capitalized form shall have the meaning ascribed to it in the
Registration Statement. For purposes of this opinion, we have relied upon, and
assumed the accuracy of, the factual statements set forth in the Registration
Statement.

         This letter is governed by, and shall be construed in accordance with,
the Legal Opinion Accord (the "Accord") of the ABA Section of Business Law
(1991). As a consequence, it is subject to a number of qualifications,
exceptions, definitions, limitations on coverage, and other limitations more
particularly described in the Accord, and this letter should be read in
conjunction with the Accord.

         The opinions set forth in this letter are based solely on, and are
limited to, the laws of the United States of America, and the Delaware Business
Corporation Law, as amended. We express no opinion on the laws of any other
jurisdiction or governmental authority or on any matter governed by any such
laws.





Reinhold Industries
November 1, 2002
Page 2


         Based upon and subject to the foregoing and the further qualifications
and limitations set forth in this letter, we are of the opinion that, upon the
Registration Statement becoming effective, upon the taking of all action
contemplated by us to be taken prior to the issuance of the Shares, and upon the
issuance of the Shares in accordance with the Registration Statement and the
Plan and in compliance with all applicable state securities laws, the Shares
will be validly issued, fully paid and non-assessable.

         We consent to the use of this opinion as an Exhibit to the Registration
Statement.

         This letter and the opinions it contains are provided solely for the
purpose described above and may not be used or relied upon by you for any other
purpose and, except as set forth above, may not be used or relied upon by, or
disclosed to, any other person for any purpose without, in each instance, our
prior written consent.

                         Very truly yours,

                         /s/ SOMMER BARNARD ACKERSON, PC