EXHIBIT 5.1

November __, 2001

14643 Dallas Parkway
Wellington Centre, Suite 1000
Dallas, Texas 75254-8890

Ladies and Gentlemen:

         As set forth in the Registration Statement (the "Registration
Statement") on Form S-3 (Registration No. 333- ) filed by Elcor Corporation, a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act"), relating to the sale of up to 50,000 shares (the "Shares") of common
stock, par value $1.00 per share, of the Company, together with the associated
rights to purchase from the Company one one-hundredth of a share of a series of
cumulative preferred stock of the Company designated Series A Participating
Preferred Stock (the "Rights") under the Elk Peak Performance Contractor
Program(TM) (the "Program"), we are passing upon certain legal matters in
connection with the Shares and the Rights associated therewith for the Company.
At your request, we are furnishing this opinion to you for filing as Exhibit 5.1
to the Registration Statement.

         In our capacity as your counsel in the connection referred to above, we
have examined (i) the Restated Certificate of Incorporation and the Amended and
Restated Bylaws of the Company, each as amended to date, (ii) the Shareholder
Rights Plan adopted by the Company's Board of Directors on May 26, 1988, and
(iii) the originals, or copies certified or otherwise identified, of corporate
records of the Company, including minute books of the Company as furnished to us
by the Company, certificates of public officials and of representatives of the
Company, statutes and other instruments and documents as a basis for the
opinions hereinafter expressed. In giving such opinions, we have relied upon
certificates of officers of the Company and of public officials with respect to
the accuracy of the material factual matters contained in such certificates.

         We have assumed that all signatures on all documents examined by us are
genuine, that all documents submitted to us as originals are accurate and
complete, that all documents submitted to us as copies are true and correct
copies of the originals thereof and that all information submitted to us was
accurate and complete. In addition, we have assumed for purposes of paragraph 2
below that the consideration received by the Company for the Shares will be not
less than the par value of the Shares.

         On the basis of the foregoing, and subject to the assumptions,
limitations and qualifications set forth herein, we are of the opinion that:

         1. The Company is a corporation duly organized and validly existing in
good standing under the laws of the State of Delaware.

         2. With respect to such of the Shares that are to be issued from
treasury shares by the Company, such Shares have been duly authorized; and when
issued in accordance with the terms and provisions of the Program, such Shares
will be validly issued, fully paid and nonassessable.

         3. With respect to such of the Shares that are to be purchased in the
open market through the administrator of the Program, such Shares have been duly
authorized and validly issued and are fully paid and nonassessable.

         4. The issuance of the Rights associated with the Shares has been duly
authorized by all requisite corporate action on the part of the Company and,
upon issuance in connection with the issuance of the associated Shares as
provided in paragraphs 2 and 3 above and in accordance with the terms of the
Shareholder Rights Plan, the Rights associated with such Shares will be validly
issued.

         The opinions set forth above are limited in all respects to the General
Corporation Law of the State of Delaware as in effect on the date hereof.




         The opinion set forth in paragraph 4 above is further limited to the
valid issuance of the Rights under the General Corporation Law of the State of
Delaware. We do not express any opinion with respect to any other aspect of the
Rights, the effect of any equitable principles or fiduciary considerations
relating to the adoption of the Shareholder Rights Agreement or the issuance of
the Rights, the enforceability of any provision of the Shareholder Rights
Agreement, or the provisions of the Shareholder Rights Agreement that may
discriminate or create unequal voting power among the shareholders.

         We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement. In giving such consent, we do not
admit that we are within the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Commission thereunder.


                                        Sincerely Yours,



                                        Baker & McKenzie