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                                                                     EXHIBIT 5.1


July 20, 1998




MSX International, Inc.
275 Rex Boulevard
Auburn Hills, Michigan 48326

Ladies and Gentlemen:

     We have acted as special counsel to MSX International, Inc. (the "Company")
in connection with the Company's offer (the "Exchange Offer") to exchange its
11 3/8% Senior Subordinated Notes due 2008 (the "New Notes") for any and all of
its outstanding 11 3/8% Senior Subordinated Notes due 2008 (the "Old Notes").

     We have examined originals or copies, certified or otherwise identified to
our satisfaction, of such documents, corporate records, certificates of public
officials and other instruments as we have deemed necessary or advisable for the
purpose of rendering this opinion.

     Upon the basis of the foregoing and, assuming the due execution and
delivery of the New Notes, we are of the opinion that the New Notes, when
executed, authenticated and delivered in exchange for the Old Notes in
accordance with the Exchange Offer, will be valid and binding obligations of the
Company enforceable in accordance with their terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and
similar laws affecting creditors' rights generally and equitable principles.

     We are members of the Bar of the State of New York and the foregoing
opinion is limited to the laws of the State of New York and the federal laws of
the United States of America.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement relating to the Exchange Offer. We also consent to the
reference to us under the caption "Legal Matters" in the Prospectus contained in
such Registration Statement.

     This opinion is rendered solely to you in connection with the above matter.
This opinion may not be relied upon by you for any other purpose or relied upon
by or furnished to any other person without our prior written consent.

Very truly yours,




                                                     Davis Polk & Wardwell