Exhibit 5.1

                    [Vinson & Elkins L.L.P. -- Letterhead]

                                October 19, 2001


Carriage Services, Inc.
1900 Saint James Place, 4th Floor
Houston, Texas 77056


Ladies and Gentlemen:

      We have acted as counsel to Carriage Services, Inc., a Delaware
corporation (the "Company"), and certain of its subsidiaries (the "Subsidiary
Guarantors") in connection with the preparation of the Registration Statement on
Form S-3 (the "Registration Statement") filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933 (the "Securities
Act") with respect to the Company's (i) debt securities ("Debt Securities"), in
one or more series, which may be fully and unconditionally guaranteed (the
"Guarantees") by the Subsidiary Guarantors and which may be senior or senior
subordinated, certain of which may be convertible or exchangeable into common
stock, par value $.01 per share, of the Company (including the attached
preferred stock purchase rights, "Common Stock"); (ii) shares of Common Stock;
(iii) shares of Preferred Stock, par value $.01 per share, of the Company
("Preferred Stock"), which may be convertible into shares of Common Stock or
exchangeable for Debt Securities; (iv) depositary shares representing fractional
interests in Preferred Stock (the "Depositary Shares"); (v) warrants to purchase
Common Stock, Preferred Stock or Debt Securities (including the Guarantees, if
applicable) ("Warrants"); (vi) contracts to purchase Common Stock or other
securities at a future date or dates (the "Stock Purchase Contracts"); and (vii)
Stock Purchase Contracts issued as a part of units consisting of a Stock
Purchase Contract and Debt Securities, Preferred Stock, Warrants or debt
obligations of third parties, including United States treasury securities,
securing the holders' obligations to purchase the securities under the Stock
Purchase Contracts (the "Stock Purchase Units") (such Debt Securities (including
the Guarantees, if applicable), Common Stock, Preferred Stock, Depositary
Shares, Warrants, Stock Purchase Contracts and Stock Purchase Units are
collectively referred to herein as the "Securities" and each, a "Security"),
which Securities may be issued from time to time pursuant to Rule 415 under the
Securities Act for an aggregate initial offering price not to exceed
$100,000,000.

      We have examined originals or copies, certified or otherwise identified to
our satisfaction, of (i) the Certificate of Incorporation and the Bylaws of the
Company, each as amended to the date hereof (the "Charter Documents"); (ii)
resolutions adopted by the Board of Directors of the Company (the Board of
Directors, or to the extent permitted by Section 141 of the Delaware General
Corporation Law (the "DGCL"), a duly constituted and acting committee thereof,
being referred to herein as the "Board") and the boards of directors (or
comparable governing bodies) of the Subsidiary Guarantors; (iii) the form of
Indenture for Senior Debt Securities (the "Senior Indenture"), to be entered
into between the Company, the Subsidiary Guarantors, if applicable, and the
trustee, in the form included as an exhibit to the Registration Statement; (iv)
the form of Indenture for Subordinated Debt Securities (the "Senior Subordinated
Indenture," and together with the Senior Indenture, the "Indentures," and each,
an "Indenture") to be entered into between the Company, the Subsidiary
Guarantors, if applicable, and the trustee, in the form included as an exhibit
to the Registration Statement; and (v) such other certificates, statutes and
other instruments and documents as we considered appropriate for purposes of the
opinions hereafter expressed.

      As to any facts material to our opinion, we have made no independent
investigation of such facts and have relied, to the extent that we deem such
reliance proper, upon certificates of public officials and officers or other
representatives of the Company.

      In rendering the opinions set forth below, we have assumed that (i) all
information contained in all documents reviewed by us is true and correct; (ii)
all signatures on all documents examined by us are genuine; (iii) all documents
submitted to us as originals are authentic and all documents submitted to us as
copies conform to the originals of those documents; (iv) each natural person
signing any document reviewed by us had the legal capacity to do so; (v) each
person signing in a representative capacity (other than on behalf of the Company
or the Subsidiary



Guarantors) any document reviewed by us had authority to sign in such
capacity; (vi) the Registration Statement, and any amendments thereto
(including post-effective amendments) will have become effective and comply
with all applicable laws; (vii) a prospectus supplement will have been
prepared and filed with the Commission describing the Securities offered
thereby; (viii) all Securities will be issued and sold in compliance with
applicable federal and state securities laws and in the manner stated in the
Registration Statement and the applicable prospectus supplement; (ix) the
Senior Indenture and the Senior Subordinated Indenture, together with any
supplemental indenture relating to a series of Debt Securities to be issued
under any of the Indentures, will each be duly authorized, executed and
delivered by the parties thereto in substantially the form reviewed by us; (x)
a definitive purchase, underwriting or similar agreement with respect to any
Securities offered will have been duly authorized and validly executed and
delivered by the Company and the other parties thereto; (xi) any Securities
issuable upon conversion, exchange or exercise of any Security being offered
will have been duly authorized, created and, if appropriate, reserved for
issuance upon such conversion, exchange or exercise; and (xii) with respect to
shares of Common Stock or Preferred Stock offered, there will be sufficient
shares of Common Stock or Preferred Stock authorized under the Company's
Charter Documents and not otherwise reserved for issuance.

      Based on the foregoing, we are of the opinion that:

      1.        With respect to Debt Securities to be issued under the Senior
Indenture, when (i) the Senior Indenture and the related Guarantees, if any,
have been duly qualified under the Trust Indenture Act of 1939, as amended
(the "TIA"); (ii) the Board and the boards of directors (or comparable
governing bodies) of the Subsidiary Guarantors, if applicable, have taken all
necessary corporate action to approve the issuance and terms of the Debt
Securities and, if applicable, the Guarantees, the terms of the offering
thereof and related matters; (iii) the terms of the Debt Securities and, if
applicable, the Guarantees, and of their issuance and sale have been
established so as not to violate any applicable law or result in a default
under or breach of any agreement or instrument binding upon the Company and
the Subsidiary Guarantors, as applicable, and so as to comply with any
requirement or restriction imposed by any court or governmental body having
jurisdiction over the Company or the Subsidiary Guarantors; and (iv) the Debt
Securities and, if applicable, the Guarantees, have been duly executed,
authenticated, issued and delivered in accordance with the provisions of the
Senior Indenture and in accordance with the applicable definitive purchase,
underwriting or similar agreement approved by the Board and the boards of
directors (or comparable governing bodies) of the Subsidiary Guarantors upon
payment of the consideration provided for therein, the Debt Securities and, if
applicable, the Guarantees, will be legally issued and will constitute valid
and binding obligations of the Company and the Subsidiary Guarantors,
respectively, enforceable against the Company and the Subsidiary Guarantors,
respectively, in accordance with their terms and will be entitled to the
benefits of the Senior Indenture and, if applicable, the related Guarantees.

      2.        With respect to Debt Securities to be issued under the Senior
Subordinated Indenture, when (i) the Senior Subordinated Indenture and the
related Guarantees, if any, have been duly qualified under the TIA; (ii) the
Board and the boards of directors (or comparable governing bodies) of the
Subsidiary Guarantors, if applicable, have taken all necessary corporate
action to approve the issuance and terms of the Debt Securities and, if
applicable, the Guarantees, the terms of the offering thereof and related
matters; (iii) the terms of the Debt Securities and, if applicable, the
Guarantees, and of their issuance and sale have been established so as not to
violate any applicable law or result in a default under or breach of any
agreement or instrument binding upon the Company and the Subsidiary
Guarantors, as applicable, and so as to comply with any requirement or
restriction imposed by any court or governmental body having jurisdiction over
the Company or the Subsidiary Guarantors; and (iv) the Debt Securities and, if
applicable, the Guarantees, have been duly executed, authenticated, issued and
delivered in accordance with the provisions of the Senior Subordinated
Indenture and in accordance with the applicable definitive purchase,
underwriting or similar agreement approved by the Board upon payment of the
consideration provided for therein, the Debt Securities and, if applicable,
the Guarantees, will be legally issued and will constitute valid and binding
obligations of the Company and the Subsidiary Guarantors, respectively,
enforceable against the Company and the Subsidiary Guarantors, respectively,
in accordance with their terms and will be entitled to the benefits of the
Senior Subordinated Indenture and, if applicable, the related Guarantees.

      3.        With respect to shares of Common Stock, when (i) the Board has
taken all necessary corporate action to approve the issuance and terms of the
offering thereof and related matters; and (ii) certificates representing the
shares of Common Stock have been duly executed, countersigned, registered and
delivered either (a) in accordance with the applicable definitive purchase,
underwriting or similar agreement approved by the Board upon

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payment of the consideration therefor (not less than the par value of the
Common Stock) provided for therein, or (b) upon conversion, exchange or
exercise of any other Security in accordance with the terms of the Security or
the instrument governing the Security providing for the conversion, exchange
or exercise as approved by the Board, for the consideration approved by the
Board (not less than the par value of the Common Stock), the shares of Common
Stock will be legally issued, fully paid and non-assessable.

      4.        With respect to shares of any series of Preferred Stock, when
(i) the Board has taken all necessary corporate action to approve the issuance
and terms of the shares of the series, the terms of the offering thereof and
related matters, including the adoption of a resolution establishing and
designating the series and fixing and determining the preferences,
limitations, and relative rights thereof and the filing of a certificate of
designations with respect to the series with the Secretary of State of the
State of Delaware as required under Section 151 of the DGCL (the "Certificate
of Designation"); and (ii) certificates representing the shares of the series
of Preferred Stock have been duly executed, countersigned, registered and
delivered either (a) in accordance with the applicable definitive purchase,
underwriting or similar agreement approved by the Board upon payment of the
consideration therefor (not less than the par value of the Preferred Stock)
provided for therein, or (b) upon conversion, exchange or exercise of any
other Security in accordance with the terms of the Security or the instrument
governing the Security providing for the conversion, exchange or exercise as
approved by the Board, for the consideration approved by the Board (not less
than the par value of the Preferred Stock), the shares of the series of
Preferred Stock will be legally issued, fully paid and non-assessable.

      5.        With respect to Depositary Shares, when (i) the Board has
taken all necessary corporate action to approve the issuance and terms of the
Depositary Shares, the terms of the offering thereof and related matters,
including the adoption of a Certificate of Designation relating to the
Preferred Stock underlying the Depositary Shares and the filing of the
Certificate of Designation with the Secretary of State of the State of
Delaware; (ii) the depositary agreement or agreements relating to the
Depositary Shares and the related depositary receipts have been duly
authorized and validly executed and delivered by the Company and the
depositary appointed by the Company; (iii) the shares of Preferred Stock
underlying the Depositary Shares have been deposited with a bank or trust
company (which meets the requirements for the depositary set forth in the
Registration Statement) under the applicable depositary agreements; and (iv)
the depositary receipts representing the Depositary Shares have been duly
executed, countersigned, registered and delivered in accordance with the
appropriate depositary agreement approved by the Board upon payment of the
consideration therefore provided for therein, the Depositary Shares will be
legally issued.

      6.        With respect to the Warrants, when (i) the Board has taken all
necessary corporate action to approve the creation of and the issuance and
terms of the Warrants, the terms of the offering thereof and related matters;
(ii) the warrant agreement or agreements relating to the Warrants have been
duly authorized and validly executed and delivered by the Company and the
warrant agent appointed by the Company; and (iii) the Warrants or certificates
representing the Warrants have been duly executed, countersigned, registered
and delivered in accordance with the appropriate warrant agreement or
agreements and the applicable definitive purchase, underwriting or similar
agreement approved by the Board upon payment of the consideration provided for
therein, the Warrants will be legally issued.

      7.        With respect to Stock Purchase Contracts, when (i) the
purchase agreement for the Stock Purchase Contracts has been duly authorized
and validly executed by the parties thereto; (ii) the Board has taken all
necessary corporate action to approve and establish the terms of the Stock
Purchase Contracts and to authorize and approve the issuance thereof, the
terms of the offering and related matters; and (iii) the Stock Purchase
Contracts have been duly executed and delivered in accordance with the
purchase agreement and the applicable definitive purchase, underwriting or
similar agreement approved by or on behalf of the Board upon payment of the
consideration therefore provided for therein, the Stock Purchase Contracts
will be legally issued.

      8.        With respect to Stock Purchase Units, when (i) the purchase
agreement for the Stock Purchase Units has been duly authorized and validly
executed by the parties thereto, (ii) the Board has taken all necessary
corporate action to approve and establish the terms of the Stock Purchase
Units and to authorize and approve the issuance thereof, the terms of the
offering and related matters; and (iii) the Stock Purchase Units have been
duly executed and delivered in accordance with the purchase agreement and the
applicable definitive purchase,

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underwriting or similar agreement approved by or on behalf of the Board upon
payment of the consideration therefore provided therein, the Stock Purchase
Units will be legally issued.

      The foregoing opinions are qualified to the extent that the enforceability
of any document, instrument or Security may be limited by or subject to (i)
bankruptcy, insolvency, fraudulent transfer or conveyance, reorganization,
moratorium or other similar laws relating to or affecting creditors' rights
generally, and general equitable or public policy principles, and (ii) with
respect to any Debt Securities denominated in a currency other than United
States dollars, the requirement that a claim (or a foreign currency judgment in
respect of such a claim) with respect to such Securities be converted to United
States dollars at a rate of exchange prevailing on a date determined pursuant to
applicable law or governmental authority.

      We express no opinions concerning (i) the validity or enforceability of
any provisions contained in the Senior Indenture or the Senior Subordinated
Indenture that purport to waive or not give effect to rights to notices,
defenses, subrogation or other rights or benefits that cannot be effectively
waived under applicable law or (ii) the enforceability of indemnification
provisions to the extent they purport to relate to liabilities resulting from or
based upon negligence or any violation of federal or state securities or blue
sky laws.

      The foregoing opinions are limited in all respects to the Delaware General
Corporation Law (including the applicable provisions of the Delaware
Constitution and the reported judicial decisions interpreting these laws) and
the laws of New York and the federal law of the United States of America, and we
do not express any opinions as to the laws of any other jurisdiction.

      We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. By giving such consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Commission issued thereunder.


                                          Very truly yours,

                                          /s/ Vinson & Elkins L.L.P.











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