Exhibit 5.1

                      OPINION OF GARDERE WYNNE SEWELL LLP

July 26, 2001

Digital Generation Systems, Inc.
5221 North O'Connor Boulevard
Suite 950
Irving, Texas 75039

Ladies and Gentlemen:

     We have acted as counsel to Digital Generation Systems, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing of a
Registration Statement on Form S-3 (the "Registration Statement") with the
Securities and Exchange Commission for the purpose of registering 725,199 shares
of the Company's common stock, $0.001 par value (the "Shares"), under the
Securities Act of 1933, as amended.  The Registration Statement relates to the
offer and sale from time to time by registering shareholders of the Company who
purchased the Shares directly from the Company in private placement
transactions.

     In connection with this opinion letter, we have reviewed and are familiar
with the Company's Certificate of Incorporation and bylaws and such other
records and agreements of the Company, certificates or public officials,
certificates of officers or other representatives of the Company, and other
documents, certificates and records as we have deemed necessary or appropriate
as a basis for the opinion set forth herein.

     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 copies and the authenticity of the originals of such copies.
As to various facts material to this opinion letter, we have relied upon
statements and representations of the Company and its officers and other
representatives and of public officials, set forth in certificates delivered to
us, without independently verifying the accuracy of the information contained
therein.

     Based upon the foregoing and subject to the assumptions stated herein, it
is our opinion that the Shares have been validly issued and are fully paid and
non-assessable.

     The opinion herein is also subject to the following exceptions, limitations
and qualifications:

     A.   The opinion expressed herein is limited to the corporate laws of the
State of Delaware, and we assume no responsibility as to the applicability or
the effect of any other laws or regulations. The lawyers in this Firm involved
in the representation of the Company are members only of the State Bar of Texas.
The opinion expressed above is based solely on our review, as Texas lawyers, of
the Delaware General Corporation Law. We have not reviewed any other laws or

                             Exhibit 5.1 - Page 1


regulations of the State of Delaware (including, without limitation, any
interpretations of the Delaware General Corporation Law) or retained or relied
on any opinion or advice of Delaware counsel, and our opinions are limited to
the application of the Delaware General Corporation Law.

    B.   This opinion letter is as of the date hereof, and we undertake no
obligation, and expressly disclaim any obligation, to advise the Company or any
other person or entity of any change in any matter set forth herein.

    C.   This opinion letter is limited to the matters expressly stated, and no
opinion other than upon the matters so expressly stated is implied or may be
inferred.

    This opinion letter is delivered to the Company solely for use in
connection with the Registration Statement and may not be used or relied upon
for any other purpose.  Accordingly, we assume no professional responsibility to
any other person whatsoever, and the opinion expressed herein may not be relied
upon, circulated, quoted in whole or in part, or otherwise referred to in any
report or document, or furnished to any other person or entity, without our
prior written consent.

    We hereby consent to the use of this opinion letter as an exhibit to the
Registration Statement and to the reference made to us in the Registration
Statement and prospectus forming a part thereof under the caption "Legal
Matters."  In giving this consent, we do not thereby admit that we come within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the Rules and Regulations of the
Securities and Exchange Commission promulgated thereunder.

                              Respectfully submitted,

                              GARDERE WYNNE SEWELL LLP


                              By:  /s/ David R. Earhart
                                  -------------------------
                                  David R. Earhart, Partner


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