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                                                                       EXHIBIT 5

                          [PIPER & MARBURY LETTERHEAD]



                                                               December 23, 1996


Pacific Gulf Properties, Inc.
363 San Miguel Drive
Suite 100
Newport Beach, California 92660


        Re:     Registration Statement on Form S-3
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Ladies and Gentlemen:

        We have acted as Maryland counsel to Pacific Gulf Properties, Inc., a
Maryland corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-3 filed with the Securities and Exchange
Commission (the "Commission") pursuant to Rule 462(b) under the Securities Act
of 1933, as amended (the "Securities Act"), with respect to the additional
registration by the Company of up to $14,454,500 aggregate offering price of
(i) shares of common stock of the Company, $.01 par value per share (the
"Common Stock") and (ii) shares of preferred stock, $.01 par value per share
(the "Preferred Stock"), such securities being of the same classes as were
included in the earlier Registration Statement on Form S-3 (No. 333-02798)
filed by the Company in respect of the same offering and declared effective by
the Commission (collectively, with any required post-effective amendments
thereto, the "Registration Statement").

        In this capacity, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of such documents, corporate records,
certificates of public officials and other instruments as we have deemed
necessary for the purpose of rendering this opinion. In addition, this opinion
is based upon the assumption that the Registration Statement has become
effective under the Securities Act. In such examination, we have assumed,
without independent investigation, the genuineness of all signatures, the legal
capacity of all individuals who have executed any of the aforesaid documents,
the authenticity of all documents submitted to us as originals and the
conformity with originals of all documents submitted to us as copies.

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Pacific Gulf Properties, Inc.
December 23, 1996
Page 2

        Based upon the foregoing, and limited in all respects to applicable
Maryland law, we are of the opinion and advise you that:

        1.      The Company has been duly incorporated and is validly existing
in good standing as a corporation under the laws of the State of Maryland.

        2.      When (i) the shares of Common Stock (in a number not to exceed
the number of shares of Common Stock authorized by the charter of the Company
and not outstanding or reserved for issuance) have been duly and properly
authorized for issuance; and (ii) such shares of Common Stock have been duly
issued, sold and delivered as contemplated in the Registration Statement and
any prospectus supplement relating thereto and the consideration contemplated
therein has been received, the shares of Common Stock (including any Common
Stock duly issued upon the conversion of any shares of Preferred Stock that are
convertible into Common Stock), will be validly issued, fully paid and
nonassessable. 

        3.      When (i) the terms of the Preferred Stock have been duly and
properly established by the Board of Directors in accordance with the Company's
charter and Articles Supplementary to the charter of the Company classifying
the Preferred Stock (in a number not to exceed the number of shares of
Preferred Stock authorized by the charter of the Company and not outstanding or
reserved for issuance) and setting forth such terms have been filed and
accepted for record and such shares have been authorized for issuance by the
Board of Directors; and (ii) such shares of Preferred Stock have been duly
authorized, issued and paid for in the manner contemplated in the Registration
Statement and any prospectus supplement relating thereto, such shares of
Preferred Stock will be validly issued, fully paid and nonassessable.

        We are members of the Bar of the State of Maryland and express no
opinion as to the laws of any other jurisdiction. The opinions expressed herein
are solely for the benefit of the persons to whom this opinion is addressed and,
without our prior written consent, may not be quoted in whole or in part or
otherwise referred to in any legal opinion, document, or other report, and may
not be furnished to any person or entity, except that Gibson, Dunn & Crutcher
LLP is authorized to rely on this opinion in rendering any opinion to the
Company which is to be filed as an exhibit to the Registration Statement. In
addition, we hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference to our firm in the Registration
Statement and the related Prospectus. These opinions are delivered as of the
date hereof and we disclaim any responsibility to update these opinions at any
time following the date hereof.


                                        Very truly yours,


                                        /s/ PIPER & MARBURY L.L.P.