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                                                                     EXHIBIT 5.1

                     MEADOWS, OWENS, COLLIER, REED, COUSINS
                                 & BLAU L.L.P.
                             3700 NationsBank Plaza
                                901 Main Street
                                Dallas, TX 75202
                                 (214) 744-3700
                                 (214) 747-3732

                                           , 1998
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Silverleaf Resorts, Inc.
1221 Riverbend Drive
Suite 120
Dallas, Texas 75247

         Re:     Silverleaf Resorts, Inc. -- Registration
                 of Senior Subordinated Notes due 2008  

Ladies and Gentlemen:

         In connection with the registration of $75,000,000 in aggregate
principal amount of ____% Senior Subordinated Notes due 2008 (the "Notes") by
Silverleaf Resorts, Inc., a Texas corporation (the "Company") on Form S-1 under
the Securities Act of 1933, as amended, filed with the Securities and Exchange
Commission (the "Commission") on March __, 1998 (File No. 333-_____), as
amended by Amendment No. 1 filed with the Commission on ___________, 1998, as
amended by Amendment No. 2 filed with the Commission on ___________, 1998
(collectively, the "Registration Statement"), you have requested our opinion
with respect to the matters set forth below.

         In our capacity as your counsel in connection with such registration,
we are familiar with the proceedings taken and proposed to be taken by the
Company in connection with the authorization and issuance of the Notes, and for
the purposes of this opinion, have assumed such proceedings will be timely
completed in the manner presently proposed.  In addition, we have made such
legal and factual examinations and inquiries, including an examination of
originals or copies certified or otherwise identified to our satisfaction of
such documents, corporate records and instruments, as we have deemed necessary
or appropriate for purposes of this opinion.
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Silverleaf Resorts, Inc.
           , 1997
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Page 2



         In our examination, we have assumed the genuineness of all signatures,
the legal capacity of all natural persons executing documents, the authenticity
of all documents submitted to us as originals and the conformity to authentic
originals of all documents submitted to us as copies.

         We are opining herein as to the effect on the subject transaction only
of the internal laws of the State of ________, and we express no opinion with
respect to the applicability thereto, or the effect thereon, of the laws of any
other jurisdiction or as to any matters of municipal law or the laws of any
local agencies within any state.

         Subject to the foregoing and the other matters set forth herein, it is
our opinion that: 

         1) the Notes have been duly authorized by all necessary corporate
action on the part of the Company, and upon issuance and delivery thereof, in
accordance with and subject to the terms of the Registration Statement and the
Indenture (as defined in the Registration Statement), the Notes will be validly
issued; and 

         2) the Notes, when authenticated by the Trustee and executed and
delivered by the Company in accordance with the Indenture, will constitute valid
and binding obligations of the Company, enforceable against the Company in
accordance with their terms, subject to the following additional limitations,
qualifications and exceptions:

         (i) the effect of bankruptcy, insolvency, reorganization, moratorium
or other similar laws now or hereafter in effect relating to or affecting the
rights or remedies of creditors;

         (ii) the effect of general principles of equity, whether enforcement
is considered in a proceeding in equity or at law, and the discretion of the
court before which any proceeding therefor may be brought;

         (iii) the unenforceability under certain circumstances under law or
court decisions of provisions providing for the indemnification of or
contribution to a party with respect to a liability where such indemnification
or contribution is contrary to public policy; and

         (iv) the manner by which the acceleration of the Notes may affect the
collectibility of that portion of the stated principal amount thereof which
might be determined to constitute unearned interest thereon.

         To the extent that the obligations of the Company under the Indenture
and the Notes (collectively, the "Documents") may be dependent upon such
matters, we assume for purposes of this opinion that the Trustee is duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization; that the Trustee is duly qualified to engage in
the activities contemplated by each of the Documents; that each of the
Documents has been duly authorized, executed and delivered by the Trustee and
constitutes the legal, valid and binding obligation of the Trustee, enforceable
against the Trustee in accordance with its terms; that the
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Silverleaf Resorts, Inc.
           , 1997
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Trustee is in compliance, generally and with respect to acting as a trustee
under each of the Documents, with all applicable laws and regulations; and that
the Trustee has the requisite organizational and legal power and authority to
perform its obligations under each of the Documents.

         We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm contained under the
heading "Legal Matters."


                                                               Very truly yours,