EXHIBIT 5.1 March 30, 1999 Dal-Tile International 7834 C.F. Hawn Freeway Dallas, TX 75217 RE: Registration Statement on Form S-8 for Stock Appreciation Rights (the "SARs") granted to Jacques R. Sardas, W. Christopher Wellborn, David F. Finnigan, Dan L. Cooke and Marc S. Powell Ladies and Gentlemen: This opinion is delivered in connection with the registration by Dal-Tile International Inc., a Delaware corporation (the "Company"), on Form S-8 (the "Registration Statement"), under the Securities Act of 1933 (the "Act"), as amended, of 679,933 shares of common stock of the Company, par value $.01 per share (the "Common Stock") which may be issued upon the exercise of SARs granted on October 10, 1997, as amended on February 20, 1998. In arriving at this opinion, I have examined such corporate instruments, documents, statements and records of the Company, and I have examined such statutes and regulations and have conducted such legal analysis, as I have deemed relevant, necessary and appropriate for the purposes of this opinion. I have assumed the genuineness of all signatures and the authenticity of all documents submitted to me as originals, the conformity to original documents of all the documents submitted to me as certified or photostatic copies, and the authenticity of the originals of such latter documents. I also have assumed that any future changes to the terms and conditions of the Plan will be duly authorized by the Company and will comply with all applicable laws. Based on the foregoing, I am of the opinion that the 679,933 shares of Common Stock which may be issued pursuant to the Registration Statement have been duly authorized and, when issued and delivered by the Company in accordance with the terms and conditions of the Plan, will be validly issued, fully paid and nonassessable securities of the Company. I hereby consent to the reference to my name in the Registration Statement and further consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, I do not hereby admit that I am in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission. The opinion expressed herein is solely for your benefit in connection with the Registration Statement and may not be relied on in any manner or for any purpose by any other person or entity and may not be quoted in whole or in part without my prior written consent. Very truly yours, /s/ Mark A. Solls --------------------------------- Mark A. Solls Vice President, General Counsel and Secretary