EXHIBIT 5.1

April 3, 2003


BindView Development Corporation
5151 San Felipe, 22nd Floor
Houston, Texas 77056

Gentlemen:

We have acted as counsel for BindView Development Corporation, a Texas
corporation (the "Registrant"), in connection with the registration under the
Securities Act of 1933 of an additional 1,000,000 shares of the Registrant's
common stock, no par value per share (the "Shares"), which are to be offered
upon the terms and subject to the conditions set forth in the BindView
Development Corporation 1999 Employee Stock Purchase Plan, as amended (the
"Plan").

In connection therewith, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of the Amended and Restated Articles
of Incorporation of the Registrant, the Bylaws of the Registrant, as amended,
the Plan, the records of relevant corporate proceedings with respect to the
offering of the Shares and such other documents and instruments as we have
deemed necessary or appropriate for the expression of the opinions contained
herein. We also have examined the Registrant's Registration Statement on Form
S-8 (the "Registration Statement") to be filed with the Securities and Exchange
Commission with respect to the Shares.

We have assumed the authenticity and completeness of all records, certificates
and other instruments submitted to us as originals, the conformity to original
documents of all records, certificates and other instruments submitted to us as
copies, the authenticity and completeness of the originals of those records,
certificates and other instruments submitted to us as copies and the correctness
of all statements of fact contained in all records, certificates and other
instruments that we have examined.

Based on the foregoing, and having regard for such legal considerations as we
have deemed relevant, we are of the opinion that the Shares have been duly and
validly authorized for issuance and, when issued in accordance with the terms of
the Plan, will be duly and validly issued, fully paid and nonassessable.

The opinions expressed herein relate solely to, are based solely upon and are
limited exclusively to the laws of the State of Texas and the federal laws of
the United States of America, to the extent applicable.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

                                              Very truly yours,

                                              /s/ FULBRIGHT & JAWORSKI L.L.P.

                                              Fulbright & Jaworski L.L.P.


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