<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>dex5.txt
<DESCRIPTION>OPINION OF GIBSON, DUNN & CRUTCHER LLP
<TEXT>
<PAGE>

                                   EXHIBIT 5

                          GIBSON, DUNN & CRUTCHER LLP
                              333 S. Grand Avenue
                         Los Angeles, California 90071
                           Telephone (213) 229-7000
                           Telecopier (213) 229-7520

                              September 25, 2001

Tejon Ranch Co.
P.O. Box 1000
4436 Lebec Road
Lebec, California 93243

          Re:     Registration Statement on Form S-8
                  ----------------------------------

Ladies and Gentlemen:

     We have acted as counsel to Tejon Ranch Co., a Delaware corporation (the
"Company"), in connection with the preparation of a Registration Statement on
Form S-8 to be filed with the Securities and Exchange Commission (the
"Registration Statement") with respect to the registration under the Securities
Act of 1933, as amended, of 800,000 shares of Common Stock, $0.01 par value, of
the Company (the "Common Stock"). The 800,000 shares of Common Stock subject to
the Registration Statement are to be issued under the Company's 1998 Stock
Incentive Plan (the "Stock Plan").

     We have examined the originals or certified copies of such corporate
records, certificates of officers of the Company and/or public officials and
such other documents and have made such other factual and legal investigations
as we have deemed relevant and necessary as the basis for the opinions set forth
below. In such examination, 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 conformed or
photostatic copies and the authenticity of the originals of such copies.

     Based on our examination mentioned above, subject to the assumptions stated
above and relying on the statements of fact contained in the documents that we
have examined, we are of the opinion that (i) the issuance by the Company of the
Shares has been duly authorized and (ii) when issued in accordance with the
terms of the Stock Plan, the Shares will be duly and validly issued, fully paid
and non-assessable shares of Common Stock.

     We are admitted to practice in the State of California, but are not
admitted to practice in the State of Delaware. However, for the limited purposes
of our opinion set forth above, we are generally familiar with the General
Corporation Law of the State of Delaware (the "DGCL") as presently in effect and
have made such inquiries as we consider necessary to render this opinion with
respect to a Delaware corporation. Subject to the foregoing, this opinion letter
is limited to the laws of the State of California, the DGCL and federal law as
such laws presently exist and to the facts as they presently exist. We express
no opinion with respect to the effect or applicability of the laws of any other
jurisdiction. We assume no obligation to revise or supplement this opinion
letter should the laws of such jurisdictions be changed after the date hereof by
legislative action, judicial decision or otherwise.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act or the General Rules and Regulations of the Securities and
Exchange Commission.

                                             Very truly yours,


                                             /s/ GIBSON, DUNN & CRUTCHER LLP

                                             GIBSON, DUNN & CRUTCHER LLP

RJS/RAT

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