
                                       October 26, 1994




Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  CalMat Co. Common Stock
     Registration Statement on Form S-8

Ladies and Gentlemen:

     This opinion is being rendered in connection with the Registration on 
Form S-8 of 900,000 shares of common stock, par value $1 per share (the 
"Shares"), of CalMat Co., a Delaware corporation (the "Company"), issuable in 
connection with the Amended and Restated 1993 Stock Option Plan for Officers,
Directors and Key Employees of CalMat Co. (the "Plan").  I am familiar with 
the proceedings undertaken by the Company in connection with the issuance of
the Shares under the Plan and the authorization of such issuance thereunder,
and have examined such documents and such questions of law and fact as I have 
deemed necessary in order to express the opinion hereinafter stated.

     Based on the foregoing, I am of the opinion that the Shares have been duly
authorized, and upon issuance of the Shares under the terms of the Plan and
delivery and payment therefor of legal consideration in excess of the aggregate
par value of the Shares issued, such Shares will be validly issued, fully paid
and nonassessable.

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

                                      Very truly yours,


                                      /s/ PAUL STANFORD

                                      Paul Stanford
                                      Senior Vice President - Administration,
                                      General Counsel and Secretary

PS/svl
