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                                                                       EXHIBIT 5

                           [LETTERHEAD OF CALMAT CO]

                                                               September 8, 1998

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

Re:  CALMAT CO. COMMON STOCK
     REGISTRATION STATEMENT ON FORM S-8
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Ladies and Gentlemen:

     This opinion is being rendered in connection with the Registration on Form 
S-8 of 1,000,000 shares of common stock, par value $1 per share (the "Shares"), 
of CalMat Co., a Delaware corporation (the "Company"), issuable in connection 
with the 1998 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
