ARTER & HADDEN LLP
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                      Dallas, Texas  75201
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                                                      Exhibit 5.1
                                                      -----------
                                
                                
                                
                         January 9, 1998



Board of Directors
BRC Holdings, Inc.
1111 West Mockingbird, Suite 1500
Dallas, Texas 75247

     Re:  Registration Statement on Form S-8
          Nonqualified  Performance Stock  Option  Plan  for  New
          Employees and Employees of Acquired Companies

Gentlemen:

     We have acted as counsel to BRC Holdings, 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 January 9, 1998, under the Securities Act
of 1933, as amended (the "Securities Act"), relating to 500,000
shares of the $0.10 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 Nonqualified Performance Stock Option Plan for
New Employees and Employees of Acquired Companies (the "New
Employee 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 New Employee Plan
and related matters; (3) the Registration Statement and exhibits
thereto, including the New Employee Plan listed as an exhibit 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 as to the content and form
of the Certificate of Incorporation,

<PAGE>

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 New Employee 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
New Employee Plan, (iii) the exercise of Options is in accordance
with the provisions thereof and in accordance with the provisions
of the New Employee 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 New
Employee 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 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,

                              /s/ ARTER & HADDEN LLP

                              ARTER & HADDEN LLP