EXHIBIT 5.1



May 13, 2002





TRC Companies, Inc.
5 Waterside Crossing
Windsor, CT 06095


         Re: TRC COMPANIES, INC. - REGISTRATION STATEMENT ON FORM S-3
             --------------------------------------------------------

Ladies and Gentlemen:

         We have acted as counsel for TRC Companies, Inc., a Delaware
corporation (the "COMPANY"), in connection with the preparation and filing with
the Securities and Exchange Commission (the "COMMISSION") of a registration
statement on Form S-3 (the "REGISTRATION STATEMENT"), relating to [ ] shares
(the "SHARES") of common stock, par value $.10 per share, of the Company which
may be offered from time to time by the person named in the Registration
Statement as the selling stockholder. You have requested that we furnish our
opinion with respect to the matters set forth below.

         For purposes of rendering this opinion, we have examined the Restated
Certificate of Incorporation of the Company, including, without limitation, the
Certificate of Rights and Preferences of Series A-1 Cumulative Convertible
Preferred Stock (the "CERTIFICATE OF RIGHTS AND PREFERENCES"), the Bylaws of the
Company, the agreement by and between the Company and Fletcher International,
Ltd. described in the Registration Statement, and the originals, or copies
certified or otherwise identified to our satisfaction, of records of corporate
proceedings of the Company as made available to us by the Company, certificates
of public officials and of representatives of the Company, and such other
documents and records as we deemed necessary. In such examination we have
assumed the genuineness of all signatures, the authenticity of all corporate
records and other documents submitted to us as originals and the conformity to
original documents of documents submitted to us as certified or photostatic
copies.

         Based upon our examination as aforesaid, and in reliance upon our
examination of such questions of law as we deemed relevant under the
circumstances, we are of the opinion that the Shares when issued by the Company
in accordance with the terms of the Certificate of Rights and Preferences, will
be validly issued, fully paid and nonassessable.

         We hereby consent to the filing of this opinion of counsel as Exhibit
5.1 to the Registration Statement and to the reference to us contained in the
prospectus which forms part of the Registration Statement under the heading
"Legal Matters." In giving the foregoing consent, we do not thereby admit that
we belong to the category of persons whose consent is required under Section 7
of the Securities Act of 1933, as amended, or the rules and regulations
promulgated by the Commission thereunder.


                                      Very truly yours,




                                      /s/ PAUL, HASTINGS, JANOFSKY & WALKER LLP