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                                                                     Exhibit 5.1

                                October 1, 1998



Centex Corporation
2728 North Harwood
Dallas, Texas  75201

         Re:      SENIOR AND SUBORDINATED DEBT SECURITIES

Gentlemen:

         I am Executive Vice President, Chief Legal Officer and Secretary of
Centex Corporation, a Nevada corporation (the "Company"), and have acted in such
capacities in connection with the proposed issuance and sale by the Company of
up to $100,000,000 aggregate principal amount of various series of debt
securities, which may be senior debt securities or subordinated debt securities
(collectively, "Debt Securities"), to certain underwriters to be named later
(the "Underwriters"), such sales to be made in accordance with the terms of an
Underwriting Agreement (the "Underwriting Agreement") to be entered into by the
Company and a representative or representatives of the Underwriters (the
"Representative"), in substantially the form filed as an Exhibit to the
Registration Statement (as such term is hereinafter defined), and a Pricing
Agreement (the "Pricing Agreement") with respect to each series of Debt
Securities to be entered into by the Company and the Representative, on behalf
of itself and the other Underwriters, if any, named therein, in substantially
the form filed as an Exhibit to the Registration Statement. Each series of Debt
Securities will be issued under:

                  (i)  an Indenture (the "Senior Indenture") to be entered into
         by and between the Company and Chase Bank of Texas, National
         Association, as trustee (the "Senior Trustee"), relating to the
         Company's senior debt securities, various series (the "Senior Debt
         Securities"), a form of which Senior Indenture is incorporated by
         reference as an Exhibit to the Registration Statement, or

                  (ii) an Indenture (the "Subordinated Indenture") dated as of
         March 12, 1987, by and between the Company and Texas Commerce Bank
         National Association, as trustee (the "Subordinated Trustee"), relating
         to the Company's subordinated debt securities, various series (the
         "Subordinated Debt Securities"), which Subordinated Indenture is
         incorporated by reference as an Exhibit to the Registration Statement,

and in either case a Supplemental Indenture (the "Supplemental Indenture") with
respect to each series of Senior or Subordinated Debt Securities to be entered
into by the Company and the Senior Trustee or the Subordinated Trustee, as
applicable, in substantially the forms filed or incorporated by reference as
Exhibits to the Registration Statement.

         As Executive Vice President, Chief Legal Officer and Secretary of the
Company, I have participated in and am familiar with the corporate proceedings
of the Company relating to the


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Centex Corporation
October 1, 1998
Page 2


preparation of the Company's Registration Statement on Form S-3 filed with the
Securities and Exchange Commission (the "Commission") on this date (the
"Registration Statement"), providing for the registration of the Debt Securities
for sale to the Underwriters from time to time under the Securities Act of 1933,
as amended (the "1933 Act"), and Rule 415 promulgated thereunder.

         In connection with the foregoing, I have researched such questions of
law and examined the originals or copies of the Registration Statement, the
Subordinated Indenture, and the forms of Underwriting Agreement, Pricing
Agreement, Senior Indenture and Supplemental Indentures filed or incorporated by
reference as Exhibits to the Registration Statement, and such corporate records,
agreements or other instruments of the Company and other instruments and
documents as I have deemed relevant and necessary to require as a basis for the
opinion hereinafter expressed. As to various questions of fact material to such
opinion, I have, where relevant facts were not independently established, relied
upon statements of other officers of the Company, who I believe to be
responsible.

         Based upon the foregoing and in reliance thereon, I advise you that in
my opinion when (i) the series designation with respect to a series of Debt
Securities to be sold by the Company to the Underwriters and the other matters
relating thereto shall have been approved by the Board of Directors of the
Company (or a duly appointed committee thereof), (ii) the Registration Statement
shall have become effective under the 1933 Act, (iii) the Underwriting
Agreement, Pricing Agreement, Senior Indenture, if applicable, and Supplemental
Indenture with respect to such series of Debt Securities shall have been
authorized, executed and delivered by the parties thereto in substantially the
forms filed or incorporated by reference, as the case may be, as Exhibits to the
Registration Statement, and (iv) the Debt Securities of such series shall have
been issued, executed, authenticated, delivered and sold in accordance with the
provisions of the Senior Indenture or the Subordinated Indenture, as applicable,
and the Underwriting Agreement, Pricing Agreement and Supplemental Indenture
relating to the Debt Securities of such series, the Debt Securities of such
series will be validly issued and will constitute valid and binding obligations
of the Company enforceable against the Company in accordance with their terms,
except as enforcement thereof may be limited by equitable principles which may
limit the availability of certain equitable remedies (such as specific
performance) in certain instances and applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws related to or affecting creditors'
rights generally.

         The opinion expressed above is subject to the qualification that I am a
member of the Bar of the State of Texas and such opinion is limited to the laws
of the State of Texas, the United States of America and, to the extent relevant
to the opinion expressed above, the General Corporation Law of the State of
Nevada (based solely upon a reading of such statute and without consideration of
any judicial or administrative interpretations thereof).



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Centex Corporation
October 1, 1998
Page 3

         I hereby consent to the reference to myself under the caption "Legal
Opinions" in the Prospectus included in the Registration Statement and to the
filing of this opinion as Exhibit 5.1 to the Registration Statement. The
foregoing, however, shall not constitute an admission by me that I am an expert
as provided for in Sections 7 and 11 of the 1933 Act.

                                     Very truly yours,


                                     /s/ RAYMOND G. SMERGE
                                     --------------------------------------
                                     Raymond G. Smerge
                                     Executive Vice President, Chief Legal
                                     Officer and Secretary