Attached files

                                    EXHIBIT 5







                                HART & HART, LLC
                                ATTORNEYS AT LAW
                             1624 Washington Street
                                Denver, CO 80203
William T. Hart, P.C.              ________           Email:  harttrinen@aol.com
Will Hart                                             Facsimile:  (303) 839-5414
                                 (303) 839-0061

                               September 10, 2013

RD & G HOLDINGS CORPORATION
1885 W. Dartmouth
Unit 1
Englewood, CO 80110


     This letter will  constitute an opinion upon the legality of the sale by RD
& G Holdings Corporation, a Colorado corporation,  of up to 10,000,000 shares of
common stock, all as referred to in the Registration Statement on Form S-1 filed
by the Company with the Securities and Exchange Commission.

     We have examined the Articles of Incorporation,  the Bylaws and the minutes
of the Board of Directors of the Company and the applicable laws of the State of
Colorado,  and a copy of the Registration  Statement.  In our opinion, and based
upon the laws of  Colorado,  the  Company  has duly  authorized  the sale of the
10,000,000  shares mentioned above and, when issued in accordance with the terms
and  conditions  set out in the  Registration  Statement,  such shares of common
stock, when sold, will be legally issued, fully paid and non-assessable.

                                Very truly yours,

                                HART & HART, LLC

                                /s/ William T. Hart
                                -------------------
                                William T. Har