EXHIBIT 5.1

                                 March 21, 2002



Pegasus Solutions, Inc.
3811 Turtle Creek Boulevard
Suite 1100
Dallas, Texas 75219

         Re:  $200,000,000 Aggregate Offering Price of Securities of Pegasus
              Solutions, Inc.

Ladies and Gentlemen:

         We are acting as securities counsel to Pegasus Solutions, Inc., a
Delaware corporation (the "Company"), in connection with the registration
statement on Form S-3 (the "Registration Statement") being filed by you with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act"), relating to the offering from time to time
pursuant to Rule 415 under the Act, as set forth in the prospectus contained in
the Registration Statement (the "Prospectus") and as to be set forth in one or
more supplements to the Prospectus (each a "Prospectus Supplement"), by the
Company of up to $200,000,000 aggregate offering price of (i) one or more series
of senior or subordinated debt securities (the "Debt Securities"), (ii) shares
of one or more series of preferred stock, par value of $0.01 per share (the
"Preferred Stock"), (iii) shares of common stock, par value $0.01 per share (the
"Common Stock"), (iv) depositary shares (the "Depositary Shares") and/or (v)
warrants to purchase Debt Securities, Preferred Stock or Common Stock (referred
to herein collectively as the "Securities Warrants"). The Debt Securities,
Preferred Stock, Common Stock, Depositary Shares and Securities Warrants are
collectively referred to as the "Securities."

         In our capacity as your counsel in connection with such registration,
we have made such legal and factual examinations and inquiries, including an
examination of 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 or advisable in
connection with this opinion, including (a) the Fourth Amended and Restated
Certificate of Incorporation of the Company and the Second Amended and Restated
Bylaws of the Company, each as amended to date, and (b) the Registration
Statement. In our examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as conformed or photostatic copies, the
authenticity of the originals of such copies and the authenticity of telegraphic
or telephonic confirmations of public officials and others. As to facts material
to our opinion, we have relied upon certificates or telegraphic or telephonic
confirmations of public officials and certificates, documents, statements and
other information of the Company or representatives or officers thereof.

         The opinions set forth below address the effect on the subject
transaction only of (a) the federal laws of the United States, (b) the Delaware
General Corporation Law, the Delaware Constitution and reported judicial
decisions relating thereto and (c) the internal laws of the State



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of Texas. We express no opinion with respect to the applicability thereto, or
the effect thereon, of the laws of any other jurisdiction or any other such laws
of the State of Delaware.

         Subject to the foregoing and the other matters set forth herein, it is
our opinion that, as of the date hereof:

         1. The registration of the Debt Securities has been duly authorized by
the Company, and when the Debt Securities have been duly established by the
applicable indenture (the "Indenture"), duly authenticated by the applicable
financial institution identified as the trustee (the "Trustee") and duly
executed and delivered on behalf of the Company against payment therefor in
accordance with the terms and provisions of the Indenture and as contemplated by
the Registration Statement and the applicable Prospectus Supplement, and in
accordance with the definitive purchase, underwriting or similar agreement that,
together with the transactions contemplated thereby, are approved by the Board
of Directors of the Company (the "Board"), the Debt Securities will constitute
legally valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms.

         2. The registration of the Preferred Stock has been duly authorized by
the Company, and when the Preferred Stock has been duly established in
accordance with the terms of the Company's Certificate of Designations defining
the rights and preferences of the Preferred Stock and applicable law and, upon
issuance, delivery and payment therefor in the manner contemplated by the
Registration Statement and the applicable Prospectus Supplement, and in
accordance with the applicable definitive purchase, underwriting or similar
agreement (and the terms, as applicable, of any other securities convertible
into or exchangeable or exercisable for Preferred Stock) that, together with the
transactions contemplated thereby, are approved by the Board, the Preferred
Stock will be duly authorized, validly issued, fully paid and nonassessable.

         3. The registration of the Common Stock has been duly authorized, and
upon issuance, delivery and payment therefor in the manner contemplated by the
Registration Statement and the applicable Prospectus Supplement, and in
accordance with the applicable definitive purchase, underwriting or similar
agreement (and the terms, as applicable, of any other securities convertible
into or exchangeable or exercisable for Common Stock) that, together with the
transactions contemplated thereby, are approved by the Board, the Common Stock
will be duly authorized, validly issued, fully paid and nonassessable.

         4. The registration of the Depositary Shares has been duly authorized,
and upon issuance, delivery and payment therefor in the manner contemplated by
the Registration Statement and the applicable Prospectus Supplement, and in
accordance with the applicable definitive purchase, underwriting or similar
agreement that, together with the transactions contemplated thereby, are
approved by the Board, the Depositary Shares will be duly authorized, validly
issued, fully paid and nonassessable.

         5. The registration of the Securities Warrants has been duly authorized
by the Company, and when the final terms thereof have been duly established, and
when duly executed and delivered by the Company and countersigned by the
applicable financial institution identified as the warrant agent (the "Warrant
Agent") in accordance with the applicable warrant agreement (the "Warrant
Agreement") and delivered and paid for by the purchasers thereof in



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the manner contemplated by the Registration Statement and the applicable
Prospectus Supplement and in accordance with the applicable definitive purchase,
underwriting or similar agreement that, together with the transactions
contemplated thereby, are approved by the Board, the Securities Warrants will
constitute legally valid and binding obligations of the Company, enforceable
against the Company in accordance with their respective terms.

         The opinions set forth above are subject to the following exceptions,
limitations and qualifications: (i) the effect of bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
relating to or affecting the rights and remedies of creditors, (ii) the effect
of general principles of equity, whether enforcement is considered in a
proceeding in equity or at law, and the discretion of the court before which any
proceeding therefor may be brought, (iii) the unenforceability under certain
circumstances under law or court decisions of provisions providing for the
indemnification of or contribution to a party with respect to a liability where
such indemnification or contribution is contrary to public policy, and (iv) we
express no opinion with respect to whether acceleration of Debt Securities may
affect the collectability of any portion of the stated principal amount thereof
which might be determined to constitute unearned interest thereon.

         To the extent that the obligations of the Company under each Indenture
may be dependent upon such matters, we assume for purposes of this opinion that
the Trustee is duly organized, validly existing and in good standing under the
laws of its jurisdiction of organization; that the Trustee is duly qualified to
engage in the activities contemplated by the Indenture; that the Indenture has
been duly authorized, executed and delivered by the Trustee and constitutes the
legally valid and binding obligation of the Trustee enforceable against the
Trustee in accordance with its terms; that the Trustee is in compliance,
generally with respect to acting as a trustee under the Indenture, with all
applicable laws and regulations; and that the Trustee has the requisite
organizational and legal power and authority to perform its obligations under
the Indenture.

         To the extent that the obligations of the Company under each Warrant
Agreement may be dependent upon such matters, we assume for purposes of this
opinion that the Warrant Agent is duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization; that the Warrant
Agent is duly qualified to engage in the activities contemplated by the Warrant
Agreement; that the Warrant Agreement has been duly authorized, executed and
delivered by the Warrant Agent and constitutes the legally valid and binding
obligation of the Warrant Agent enforceable against the Warrant Agent in
accordance with its terms; that the Warrant Agent is in compliance, generally
with respect to acting as a warrant agent under the Warrant Agreement, with all
applicable laws and regulations; and that the Warrant Agent has the requisite
organizational and legal power and authority to perform its obligations under
the Warrant Agreement.

         For the purposes of this opinion, we have assumed that (i) the
Registration Statement, and any amendments thereto (including post-effective
amendments), will have become effective, (ii) a Prospectus Supplement will have
been prepared and filed with the Commission describing the Securities offered
thereby, (iii) 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 appropriate Prospectus Supplement, and (iv) a
definitive purchase, underwriting or



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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.

         We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Opinions" in the prospectus included therein.

         This opinion is rendered only to you and is for your benefit in
connection with the transactions covered hereby. This opinion may not be relied
upon by you for any other purpose, or furnished to, quoted to, or relied upon by
any other person, firm or corporation for any purpose other than your investors,
without our prior written consent.

                                            Very truly yours,

                                            LOCKE LIDDELL & SAPP LLP


                                            By: /s/ Whit Roberts
                                                -------------------------------
                                                Whit Roberts



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