<PAGE>

Exhibit 5.1

                         ARTER & HADDEN
                  1717 Main Street, Suite 4100
                      Dallas, Texas  75201
                         (214) 761-2100


                        February 29, 1996



SA Telecommunications, Inc.
1912 Avenue K, Suite 100
Plano, Texas  75074-5959

     Re:  SA Telecommunications, Inc.
          Registration Statement on Form S-8
          1994 Stock Option Plan for Non-Employee Directors

Gentlemen:

     We have acted as counsel to SA Telecommunications, Inc., a
Delaware corporation (the "Company"), in connection with the
preparation of the Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and
Exchange Commission on or about March 1, 1996, under the Securities
Act of 1933, as amended (the "Securities Act"), relating to
1,000,000 shares of the $0.0001 par value common stock (the "Common
Stock") of the Company that will be issued on the exercise of stock
options (collectively, the "Options") granted or that may be
granted under the 1994 Stock Option Plan for Non-Employee Directors
of SA Telecommunications, Inc. (the " Outside Director Plan").

     You have requested the opinion of this firm with respect to
certain legal aspects of the Registration Statement.  In connection
therewith, we have examined and relied upon the original, or copies
identified to our satisfaction, of (1) the Certificate of
Incorporation and the Bylaws of the Company, as both have been
amended; (2) minutes and records of the corporate proceedings of
the Company with respect to the establishment and approval of the
Outside Director Plan, the granting of the Options under the
Outside Director Plan, the issuance of shares of Common Stock
pursuant to the Outside Director Plan and related matters; (3) the
Registration Statement and exhibits thereto, including the Outside
Director Plan and the option agreements listed as exhibits to the
Registration Statement; and (4) such other documents and
instruments as we have deemed necessary for the expression of the
opinions herein contained.  In making the foregoing examinations,
we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals, and the
conformity to original documents of all documents submitted to us
as certified or photostatic copies.  As to various questions of
fact material to this opinion, and 

<PAGE>

as to the content and form of the Certificate of Incorporation, the
Bylaws, minutes, records, resolutions and other documents or
writings of the Company, we have relied, to the extent we deem
reasonably appropriate, upon representations or certificates of
officers or directors of the Company and upon documents, records
and instruments furnished to us by the Company, without independent
check or verification of their accuracy.

     Based upon our examination, consideration of, and reliance on
the documents and other matters described above, and subject to the
comments and exceptions noted below, we are of the opinion that,
assuming (i) the outstanding Options were duly granted and the
Options to be granted in the future will be duly granted in
accordance with the terms of the Outside Director Plan, (ii) the
Company maintains an adequate number of authorized but unissued
shares and/or treasury shares of Common Stock available for
issuance to those persons who exercise Options granted under the
Outside Director Plan, (iii) the exercise of Options is in
accordance with the provisions thereof and in accordance with the
provisions of the Outside Director Plan, and (iv) the consideration
for the shares of Common Stock issuable upon the exercise of such
Options is actually received by the Company as provided in the
Outside Director Plan and the particular Option and such
consideration exceeds the par value of such shares, then the shares
of Common Stock issued pursuant to the exercise of the Options will
be validly issued, fully paid and nonassessable.

     We bring to your attention the fact that this legal opinion is
an expression of professional judgment and not a guaranty of
result.  This opinion is rendered as of the date hereof, and we
undertake no, and hereby disclaim any, obligation to advise you of
any changes in or new developments that might affect any matters or
opinions set forth herein.

     This opinion is limited in all respects to the General
Corporation Law of the State of Delaware as in effect on the date
hereof; however, we are not members of the Bar of the State of
Delaware and our knowledge of its General Corporation Law is
derived from a reading of the most recent compilation of that
statute available to us without consideration of any judicial or
administrative interpretations thereof.

     We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to references to our firm
included in or made a part of the Registration Statement.  In
giving this consent, we do not admit that we come within the
category of 

<PAGE>

person whose consent is required under Section 7 of the Securities
Act or the Rules and Regulations of the Securities and Exchange
Commission thereunder.  This opinion may not be relied upon by any
person other than the addressee identified above.

                              Very truly yours,

                              /s/ Arter & Hadden

                              ARTER & HADDEN