EXHIBIT 5.1


                           [SNELL & SMITH LETTERHEAD]



                                 August 11, 1999

Carriage Services, Inc.
1300 Post Oak Blvd., Suite 1500
Houston, Texas 77056

Ladies and Gentlemen:

      We have acted as counsel for Carriage Services, Inc., a Delaware
corporation (the "Company"), with respect to certain legal matters in connection
with the registration by the Company under the Securities Act of 1933, as
amended (the "Securities Act"), of the offer and sale of up to 1,150,000 shares
of Class A Common Stock, par value $.01 per share (the "Shares"), for issuance
under the Company's 1996 Directors' Stock Option Plan, 1995 Stock Incentive
Plan, and 1996 Stock Incentive Plan.

      In connection with the foregoing, we have examined or are familiar with
the Amended and Restated Certificate of Incorporation of the Company, the
Amended and Restated Bylaws of the Company, the 1996 Directors' Stock Option
Plan, 1995 Stock Incentive Plan, and 1996 Stock Incentive Plan, the corporate
proceedings with respect to the registration of the Shares, and the Registration
Statement on Form S-8 filed in connection with the registration of the Shares
(the "Registration Statement"), and such other certificates, instruments, and
documents as we have considered necessary or appropriate for purposes of this
opinion.

      Based upon the foregoing, we are of the opinion that the Shares have been
duly authorized and when issued by the Company pursuant to the 1996 Directors'
Stock Option Plan, 1995 Stock Incentive Plan, and 1996 Stock Incentive Plan will
be validly issued, fully paid, and non-assessable.

      The foregoing opinion is limited to the laws of the United States of
America and the State of Texas and to the General Corporation Law of the State
of Delaware. For purposes of this opinion, we assume that the Shares will be
issued in compliance with all applicable state securities or Blue Sky laws.

      Certain shareholders in this firm own an aggregate 4,000 shares of Class A
Common Stock of the Company and hold options to purchase 10,000 shares of Class
A Common Stock.

      We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act and the rules and regulations thereunder.

                                    Very truly yours,

                                    \s\SNELL & SMITH, P.C.
                                       Snell & Smith, A Professional Corporation

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