EXHIBIT 5.1

                       ARTER & HADDEN LLP
                  1717 Main Street, Suite 4100
                      Dallas, Texas  75201
                       Tel:  214.761.2100
                       Fax:  214.741.7139


                        December 22, 1999



Board of Directors
ASD Systems, Inc.
3737 Grader Street, Suite 110
Garland, Texas  75041

     Re:  ASD Systems, Inc.
          Registration Statement on Form S-8
            1999 Long-Term Incentive Plan
            Stock Option Agreement for Paul M. Jennings

Gentlemen:

     We have acted as counsel to ASD Systems, Inc., a Texas
corporation (the "Company"), in connection with the preparation
and filing of a Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and
Exchange Commission on or about December 22, 1999, under the
Securities Act of 1933, as amended (the "Securities Act"),
relating to (A) 1,200,000 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 1999 Long-Term Incentive
Plan of ASD Systems, Inc. (the "Plan") and (B) 957,500 shares of
the Common Stock of the Company that will be issued on the
exercise of a stock option granted to Paul M. Jennings (the
"Jennings Option"), an employee of the Company.

     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
Articles of Incorporation and the Bylaws of the Company, as both
have been amended and restated; (2) minutes and records of the
corporate proceedings of the Company with respect to the
establishment and approval of the Plan, the granting of the
Options under the Plan, the issuance of shares of Common Stock

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ASD Systems, Inc.
December 22, 1999
Page 2


pursuant to the Plan and related matters; (3) minutes and records
of the corporate proceedings of the Company with respect to the
approval of the Jennings Option and related matters; (4) the
Registration Statement and exhibits thereto, including the Plan,
the form of stock option agreements under the Plan and the
Jennings Option, each listed as exhibits to the Registration
Statement; and (5) 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 as to the content and form of the Articles
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 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 Plan and to Paul
M. Jennings upon exercise of the Jennings Option, (iii) the
exercise of Options and the Jennings Option are in accordance
with the provisions thereof and, with respect to the Options, in
accordance with the provisions of the Plan, and (iv) the
consideration for the shares of Common Stock issuable upon the
exercise of the Options and the Jennings Option is actually
received by the Company as provided in the particular Option or
Jennings Option, as the case may be (and, with respect to the
Options, in accordance with the terms of the Plan), and such
consideration exceeds the par value of such shares, then the
shares of Common Stock issued pursuant to the exercise of the
Options or the Jennings Option, as the case may be, will be
validly issued, fully paid and nonassessable.

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ASD Systems, Inc.
December 22, 1999
Page 3


     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 Texas
Business Corporation Act as in effect on the date hereof.

     We hereby consent to the filing of this opinion as
Exhibit 5.1 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 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.

                              Respectfully submitted,


                              ARTER & HADDEN LLP