EXHIBIT 5

                         SQUIRE, SANDERS & DEMPSEY L.L.P
                                 4900 KEY TOWER
                                127 PUBLIC SQUARE
                           CLEVELAND, OHIO 44114-1304

                               December 10, 2004

The Greenbrier Companies, Inc.
One Centerpointe Drive, Suite 200
Lake Oswego, Oregon 97035

Ladies and Gentlemen:

         We have acted as counsel for The Greenbrier Companies, Inc. (the
"Company") in connection with the Registration Statement of Form S-3 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, with respect to
6,000,000 shares of common stock, par value $0.001 per share (the "Common
Stock") of the Company.

         We have reviewed the Registration Statement and have examined such
other documents, and considered such matters of law, as we have deemed necessary
or appropriate for purposes of this opinion. We have assumed the genuineness of
all signatures on all documents reviewed by us, the authenticity of all
documents submitted to us as originals, and the conformity to authentic
originals of all documents submitted to us as copies. We also have assumed there
will be a sufficient number of authorized shares of Common Stock available at
the time of issuance of the Common Stock as contemplated by the Registration
Statement.

         Based upon the foregoing and subject to the qualifications set forth
below, we are of the opinion that, when authorized but unissued shares of Common
Stock are issued by the Company and paid for in the manner contemplated by the
prospectus contained in the Registration Statement and by the applicable
prospectus supplement, such shares of Common Stock will be validly issued, fully
paid and nonassessable.

         This opinion is based solely upon the General Corporation Law of the
State of Delaware.

         We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the prospectus contained in the Registration Statement. In giving
this consent, we do not admit that we come within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933 or the rules
and regulations under such Act.

                                           Respectfully submitted,


                                           /s/  Squire, Sanders & Dempsey L.L.P.