A Proud Legacy Continues: The Fighting 5th Marines
in Operation IRAQI FREEDOM

by LtCol Ronald J. Brown, USMC(Ret)

The highly decorated 5th Marines enhance their legacy in Operation IRAQI FREEDOM.

A common refrain at the 1st Marine Division (1st MarDiv) processing center at Da Nang in 1969 was, “If you want action, join the 5th Marines!” That statement was certainly true in Vietnam, but it also applied equally for Operation IRAQI FREEDOM (OIF) more than three decades later. Each Marine Corps infantry regiment has a glorious and unique heritage. What makes the 5th Marines special is that its regimental colors are adorned with the most battle honors. The 5th Marines was initially formed as a temporary floating Caribbean intervention force in 1914. Since that time the fighting 5th Marines has seen combat service “in every clime and place.” The muddy trenches of France, the steamy jungles of Nicaragua, the fire-swept beaches of the Pacific, the frozen hills of Korea, the rice paddies of Vietnam, and the desert sands of the Persian Gulf are all familiar to the regiment. In fact, the 5th Marines has been involved in more combat action in the past century than any other similar-sized military unit in the world. The regiment has a proud legacy.

In the summer of 2002, Col Joseph F. Dunford, Jr. was alerted to prepare the 5th Marines at Camp Pendleton for possible combat. In accord with U.S. contingency plans, the 1st MarDiv focused its training for an invasion of Iraq. West coast Marines conducted command post and field exercises at Camp Pendleton and Twentynine Palms beginning in July. By December the 5th Marines was honed to a fighting edge. The regiment was combat ready and eager to go when the word to embark finally came. Movement from the United States to Kuwait took place in January and February 2003. Combat rehearsals were conducted in Kuwait during February and March. By mid-March, the regiment was ready for OIF.

Key Commanders
The 5th Marines, as part of then-MajGen James N. Mattis’ 1st MarDiv, was under the overall command of LtGen James T. Conway’s I Marine Expeditionary Force ( I MEF), which was part of an international coalition led by U.S. Central Command combatant commander GEN Tommy R. Franks, USA. The 1st MarDiv was divided into three mechanized regimental combat teams (RCTs) (RCTs–1, –5, and –7). RCT–5 included 1st Battalion, 5th Marines (1/5) (LtCol Frederick M. Padilla), 2/5 (LtCol Daniel J. O’Donohue), and 3/5 (LtCol Carl E. “Sam” Mundy III) supported by elements of the 1st Light Armored Reconnaissance (1st LAR) Battalion, various firing batteries of the 11th Marines, assault amphibious vehicles (AAVs) of the 2d and 3d Assault Amphibian Battalions, Company B from the 1st Combat Engineer Battalion, and Combat Service Support Company 115 (CSSC–115). These attachments brought regimental strength up to more than 6,000 personnel on any given day—a figure that made RCT–5 the largest such unit in the regiment’s history.

The Plan
The attack plan was for the U.S. Marines and the United Kingdom’s 1st Armoured Division to capture the vital Ar Rumaylah oilfields before Iraqi dictator Saddam Hussein’s minions could set destructive fires like they had in Kuwait in 1991. On capture of the oilfields, the British would break off to secure the city of Basra and occupy the Al Faw Peninsula. The U.S. Marines would attack toward Baghdad in concert with the U.S. Army V Corps. LtGen Conway stressed that speed of movement on the road to Baghdad was the key to success. MajGen Mattis reminded his Marines that the main effort was to eliminate Saddam and his Ba’athist henchmen. They were the enemy—not the Iraqi people. He implored the Marines to attack with fury but to show compassion when the fight was over.

The assault would occur in the Iraqi III Corps zone of responsibility where the 6th Tank Division and the 51st Mechanized Division occupied the Ar Rumaylah oilfields and shielded Basra. Eventually the 5th Marines would face the vaunted Republican Guard in and around Baghdad, but the way north would be blocked by a variety of irregular forces—ill-trained but well-armed local militia controlled by Ba’ath Party extremists, fanatical Saddam Fedayeen fighters, and jihadist volunteers from an assortment of nearby countries. The Iraqi Army and the Republican Guard presented the most serious conventional military threat, but the irregulars were expected to mount some spirited local resistance. It was hoped that the enemy might be cowed by the promised shock and awe of the opening rounds of the allied offensive or that they might quit if Saddam was killed or captured early in the campaign. Unfortunately, neither happened.

The initial objective was an important one. Iraqi oilfields were a key asset for a successful postwar recovery. Coalition planners feared Saddam might sabotage his own oil wells to keep them out of coalition hands. Thus, the “opening gambit” called for speedy seizure of the oilfields and their infrastructure. This vital mission was given to I MEF. The 5th Marines was to seize and secure oilfields located near Rumaylah and then be relieved in place to continue its attack. For the drive north, RCT–5 would advance up a four-lane highway before swinging east toward the Tigris River until the 1st MarDiv reunited to push into the red zone that encompassed Baghdad and its suburbs. Then, after all objectives had been secured, the Marines would either occupy assigned security sectors or conduct follow-on combat operations. This journey of more than 1,000 kilometers was potentially the longest combat advance by U.S. Marine forces in history, and it would be spearheaded by the 5th Marines.

The Attack
On 18 March 2003, the 7,503-man RCT–5 began to move from Camp Coyote to assembly areas just inboard of the sand berms that separated Iraq and Kuwait. This movement, allegedly a training exercise to test movement procedures, began soon after Col Dunford returned from a commanders’ conference at Camp Matilda—the division headquarters. There, he had learned that the attack was slated to begin in the early morning hours of 21 March. Col Dunford sounded “officers call” the following day to confirm attack plans and go over final coordinating instructions. All along the line the Marines of the “Blue Diamond” (1st MarDiv) girded for battle. Out in the sand, squad leaders made final weapons and equipment checks as platoon sergeants and company officers reviewed schemes of maneuver. These preparations, however, were interrupted by frequent gas scares interspersed with a few actual missile strikes.

On the morning of 20 March, Col Dunford was notified that the attack would begin as scheduled. The 1st LAR stepped up its counterreconnaissance activities and screened the final efforts of Marine engineers to prepare the breach sites. Two breaches with three lanes each were carefully prepared, but the electronic fence along the border was left intact until the eve of the invasion. This activity suddenly accelerated after the division commander pointedly asked Col Dunford, “How fast can RCT–5 be ready to move?” The regimental commander quickly replied, “Within 4 hours.” The trigger for this unexpected request was information that Iraqi demolition teams were preparing to light off the oilfields. Suddenly, and without warning, the whole timetable for the I MEF assault on Iraq moved forward by 9 hours.

Into the Oilfields
In ever-worsening weather, high winds, and dust storms, the 11th Marines conducted a half-hour of preparation fire before RCT–5 crossed the line of departure. At about 2102 that evening, M1A1 tanks of the 2d Tank Battalion led RCT–5 through the breaches and into Iraq. Just as at Belleau Wood, Guadalcanal, and the Pusan Perimeter, the 5th Marines became “first to fight.” 1/5 and 3/5, in addition to regimental headquarters, 2/11, and CSSC–115, raced through the eastern breach headed for their objectives. The 2d Tank Battalion and 2/5 zipped through the western breach then seized the northern oilfield intact and established blocking positions along the Saddam River. The 3d Battalion captured Gas-Oil Separation Plants 1 and 2 (GOSPs 1 and 2) in the southern oilfield, and 1/5 took GOSPs 3 and 4 in addition to Pump Station 2 also in the southern oilfield. The most intense action occurred at Pump Station 2, but all objectives were taken in short order. By dawn the next morning the regiment had consolidated and was ready to continue forward after processing hundreds of enemy prisoners. The field of battle was strewn with destroyed and abandoned enemy armored vehicles, but the objective had been taken with only minimal destruction. Less than a dozen of more than 1,000 wellheads were damaged or on fire.

The Move North
On 22 March the Marines turned over Rumaylah to British paratroopers. At that time RCT–5 initiated a motor march north across the historic Euphrates River then turned onto Highway 1—an under-construction four-lane expressway. RCT–5 was the focus of the 1st MarDiv main attack as it pushed toward Hantush Airfield. Each of the battalion mechanized combined arms task forces engaged irregular forces along the way, but the Iraqis could not slow the determined Marine advance. Typically, the enemy lined the roadway to create a gauntlet of small arms and rocket propelled grenade (RPG) fire. The Marines countered by dismounting their “tuna boat” AAVs before entering the kill zone then rolling up the Iraqi flanks with infantry assaults. Occasionally, dug-in tanks or unarmored technicals (civilian utility trucks mounting crew-served heavy weapons) were encountered. They were inevitably destroyed by tank or missile fire before they could do much damage. Concurrently, Iraqi regular military units elsewhere were pinned in place by unrelenting airstrikes. The way north was prepared by long-range artillery fire as helicopter gunships prowled the skies in search of targets of opportunity. The Marines uncovered numerous weapons caches, much secreted ammunition, and tons of documents as they moved inexorably toward Baghdad. The most difficult aspect of the fighting was the unexpected appearance of civilians in the combat zone. It was difficult to distinguish innocent civilians from nonuniformed, but well-armed and highly motivated, irregulars. Unfortunately, a few innocents got caught in the crossfire despite all precautions.

The Weather Pause
The most significant action occurred near Diwaniyah when 3/5 eradicated an enemy battalion in the midst of a horrific sandstorm followed by torrential rain mixed with hail. LtCol Sam Mundy’s Marines inflicted heavy casualties and captured several dozen enemy before repelling a mechanized counterattack in an action reminiscent of the fighting at Seoul in 1950.

On 27 March, RCT–5 resumed its advance to seize Hantush Airfield, which was actually just a straightaway in the road wide and long enough to serve as a C–130 landing strip. This objective was critical because the regiment was running short of fuel, food, and ammunition. The Marines had been conducting operations in an austere logistical environment dubbed “log lite” whereby no excess equipment or supplies were carried, so timely aerial and overland resupply operations were necessary to continue the attack. The airfield was taken by 2/5 after a brief fight with Iraqi mechanized forces. At that time, however, the Marine advance was overtaken by events. The Marines were not the only ones on short rations. The U.S. Army V Corps was also hampered by lack of supplies and deteriorating weather as well. The Marines were prepared to push on, but the V Corps situation was bad enough that the coalition land force commander (LTG David D. McKiernan, USA) ordered all coalition forces to halt. For the 5th Marines, this meant giving up Hantush Airfield and pulling back south of the cloverleaf at Diwaniyah where Highway 1 intersected Route 17. This pause lasted from 28 to 30 March, but the Marines were not idle during that time. Continual combat patrols sought out enemy forces. There were several firefights, and a massive enemy ammunition resupply point was uncovered by elements of 2/5 just east of Diwaniyah.

The Deception
The reason RCT–5 had been ordered back from Hantush Airfield was to preserve the impression that I MEF was going to continue its attack up Highway 1 to enter Baghdad from the south. The real plan was for the Marines to feint that way but to actually swing northeast at a road junction (dubbed “the elbow”) onto Route 27. From there they would cross the Tigris River then continue the attack on Baghdad using northbound Highway 6 before the surprised Iraqis could block the way. This was maneuver warfare at its best. MajGen Mattis was going to deceive the enemy, then make his move before his opponents could effectively respond. His flexible plans were driven by up-to-the-minute intelligence that allowed him to avoid the teeth of enemy defenses. MajGen Mattis hoped that when the Iraqis belatedly reacted to his unexpected maneuver they would be crushed by America’s overwhelming combined arms firepower. That is exactly what happened. The Iraqis were defending Al Kut, not the bridges farther north, when the Marine main attack suddenly changed directions.

On 31 March RCT–5 retook Hantush Airfield after a day-long fight with Iraqi Army units. The airfield soon thereafter began landing C–130 cargo planes and became an advanced rapid resupply point. Concurrently, the I MEF main attack sped along Route 27 to seize a bridge over the Saddam Canal. MajGen Mattis had originally planned this movement for 3 April, but that timeline was moved forward several times until it was compressed into 4 hours rather than 3 days. Once again the 5th Marines was attacking way ahead of schedule. The 1st Battalion cleared enemy from both sides of the canal to allow the 8th Engineer Support Battalion to erect several bridge crossing points in the dusk of 1 April.

The Race to Baghdad
RCT–5 remained the division spearhead as 2d Tanks raced throughout the night toward An Numaniyah. The regiment was actually attacking in two directions simultaneously. At dawn, the Marine vanguard met a hail of fire from Numaniyah, but a vital concrete bridge over the Tigris River was taken intact during the most intense engagement so far by 3/5 with 2d Tanks and 1st LAR attached. They destroyed an enemy battalion in the town while 2/5 moved up to River Road via an unimproved dirt trail (dubbed the “donkey path” by the Marines) to find an alternate crossing point. The Marines successfully maneuvered through barrages of mortar, RPG, and small arms fire. Then, despite losing several vehicles to enemy fire, Task Force Bridge established a crossing point to ensure access to Baghdad. Many enemy vehicles were destroyed, and several defensive positions had to be overrun during these actions on 2 April.

The attack continued on 3 April. The 2d Tank Battalion engaged enemy along Highway 6 as 3/5 approached the town of Al Aziziyah. Enemy tanks, armored personnel carriers, and mechanized infantry of the Al Nida Republican Guard Division held the town. Marine tanks led the way and provided suppressive fire as Marine Cobra gunships, Harrier jump jets, and Hornet attack jets buzzed overhead. Dismounted Marine infantrymen, covered by the 20mm guns of their supporting AAVs, slowly cleared the roadstead and several troublesome palm groves. Previously most fights ended after a brief exchange of fire in which the Iraqis inevitably got roughed up and fled. This time, however, the Republican Guard put up prolonged resistance. After each firefight ended every nook and cranny along the road had to be painstakingly searched and cleared to keep them from becoming potential ambush sites. The back of Iraqi resistance was broken by dusk, and the 3d Battalion began clearing Aziziyah block by block that evening. This was the most significant battle between the Marines and conventional enemy forces of the war to that point. True to predictions, resistance was getting stiffer as the Marines neared Baghdad.

On 4 April RCT–5 took on the jihadists, self-styled freedom fighters from other countries sent to defend Saddam’s regime. Several hundred of them, reinforced by remnants of the Al Nida Division, engaged 2d Tanks in the vicinity of “61 Easting,” a battle named for its map coordinates. Numerous Marine vehicles were hit, and two tanks were knocked out by fierce enemy fire that lasted until silenced by a 3/5 infantry assault that required 8 hours of unrelenting fighting—the longest sustained firefight of the campaign. Close air support and the artillery fire of 2/11 were crucial. During the destruction of the jihadists, a well-stocked terrorist training center was captured, and an Iraqi corps commander was killed.

The next 2 days were devoted to aggressive reconnaissance patrols looking for a place to cross the Diyala River that curved around Baghdad’s northeastern suburbs. No suitable sites were discovered, but elements of 2/11 were attacked by Iraqi armored vehicles, that were then destroyed by AT–4 fire from Weapons Company, 1/5.

Urban Operations
As the Marines closed Baghdad, Col Dunford was ordered to seize a Baghdad slum called “Saddam City” by the Marines. (The Americans were mistaken in their identification, the area was actually named “Sadr” to honor a legendary Shiia martyr.) This sector included one of Saddam’s favorite palaces and a mosque reportedly used as a safe house by Saddam’s family. RCT–5 conducted a passage of lines through the 1st Marines then crossed the Diyala River on 8 April. After some significant enemy contact, RCT–5 consolidated in the vicinity of Route 5 north of Baghdad under sporadic mortar and artillery fire. That evening Col Dunford was ordered to link up with elements of the U.S. Army 3d Infantry Division to complete the coalition cordon of Baghdad. Next, RCT–5 moved up Route 2 to an assembly area prior to entering the Iraqi capital with less than 2 hour’s notice to do so.

The next day RCT–5 once again led the division main effort. The 1st Battalion was tasked to secure al-Azimiyah Palace. En route, LtCol Padilla learned he was also to search some possible prisoner of war holding sites and clear Imam Abu Hanifah Mosque. This entailed running a gauntlet of fire through “RPG alley.” The attacking Marines were subjected to unrelenting barrages of grenade, machinegun, and small arms fire as they moved into Saddam City. The battalion commander noted, “There was a Ba’athist, fedayeen, or jihadist around every corner and on every side street with an RPG, AK–47, or PK [Pulemyot Kalashnikova] machinegun.” The Marines responded with their own suppressive fires and called on U.S. Air Force A–10 and Marine F/A–18 aircraft that dropped bombs and strafed enemy positions with good effect. Alpha Company was sent to secure the mosque, Bravo Company took the palace, and Charlie Company searched several suspicious buildings looking for American prisoners or Ba’ath Party leaders.

The confused nature of this urban fighting offered good insight into modern warfare. At one moment the Marines were ducking incoming fire, and the next they were accepting accolades from newly liberated celebrants. OIF was that kind of a conflict—the “three block war” so often espoused by former Commandant Charles C. Krulak. On the first block the Marines might be fighting well-armed and well-trained conventional enemy forces, on the second block they would be rooting out guerrilla fighters trying to blend in with the population, and on the third block they would be delivering humanitarian aid and restoring civil services.

After a night marked by continual harassment, RCT–5 pushed out patrols to secure northwest Baghdad. In general, the people responded with a warm welcome. Some even showed the Marines where to find hidden arms or identified Ba’athist Party members. Numerous arms and ammunition caches were uncovered. Company G, 2/5, routed an enemy company-sized formation west of the city on 12 April. Not long thereafter the fighting died down to only a few isolated incidents. At that point the city was considered secure enough to release the 5th Marines for follow-on operations.

On to Tikrit
The next MEF objective was a viper’s nest of Ba’athist opposition centered in the Sunni Triangle located west and north of Baghdad. Elements of RCT–5 followed Task Force Tripoli, a special purpose mechanized task force built around three light armored vehicle battalions, as that unit moved to Saddam’s hometown of Tikrit. The 2d and 3d Battalions, reinforced by 2/11 and CSSC–115, advanced as far as Samarra while regimental headquarters and 1/5 remained in Baghdad as a quick reaction force. Over the next few days the 5th Marines occupied Samarra and conducted routine security patrols inside Baghdad. The highlight of those operations was the seizure of Samarra Airfield, including military aircraft as well as many aviation support supplies and much equipment.

OIF—Phase IV
On 17 April OIF entered Phase IV. This stage of operations featured security and stabilization operations instead of large-scale combat actions. The regiment’s new objective was to win hearts and minds rather than fire and maneuver. As a result RCT–5 replaced the U.S. Army 2d Brigade, 82d Airborne Division, in Al Qadisiyah Province of southern Iraq. Command and liaison elements from the 5th Marines moved to Diwaniyah to prepare the way. This was accomplished over the next few days without incident, and Col Dunford assumed responsibility for the area on 20 April. The 5th Marines thereafter performed civic action duties familiar to their forebears in Nicaragua and Vietnam. The Marines mounted saturation patrols to locate enemy holdouts and uncover supply stashes while concurrently providing food, water, and medical services. The key to success in Phase IV was the personal response of individual Marines. Smiles, cordial relations, and concern for the recently liberated were henceforth more important than application of overwhelming firepower to ensure final victory. The onset of Phase IV closed out major combat action in OIF, and RCT–5 suffered no further battle casualties. The regiment began moving back stateside in July, and the last Marines had their boots on the ground at Oceanside, CA by October.

In about 1 month of active combat the 5th Marines had moved more than 350 miles, spearheaded the longest sustained over land combat movement in Marine Corps history, liberated numerous villages and a children’s prison, captured two airfields, and soundly defeated the enemy in several major engagements rendering two Republican Guard divisions as well as uncounted irregular forces incapable of organized resistance. Individual Marines spent roughly 3 weeks wearing uncomfortable chemical protective gear and heavy body armor as they survived dust storms of Biblical magnitude and dodged enemy fire. The regiment suffered 12 killed and 126 seriously wounded in 33 days of combat. The 1st MarDiv drive from Kuwait to Baghdad was the fastest such movement in military history and was accomplished with minimum collateral damage. For their part in OIF the members of the 5th Marines earned a Presidential Unit Citation, the 10th such award in regimental history. Thus, when the final regimental muster is held, the Marines of the fighting 5th who served in OIF can proudly stand in the front row and proclaim for all to hear, “We did our part.” The proud legacy of the 5th Marines was not only upheld in Iraq, a new standard was set.

>Editor’s Note: This article covers regimental action through October 2003. The regiment has since returned during 2004 and has performed admirably in Al Anbar Province.

>>LtCol Brown is also the author of A Few Good Men: A History of the Fighting 5th Marines (Presidio Press, 2003). He is retired and lives in Novi, MI.

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