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                                                                     EXHIBIT 5.1


                  [FULBRIGHT & JAWORSKI L.L.P. LETTERHEAD]



                                October 14, 1997

Friedman Industries, Incorporated
4001 Homestead Road
Houston, Texas 77028

Gentlemen:

         We have acted as counsel for Friedman Industries, Incorporated, a
Texas corporation (the "Registrant"), in connection with the registration under
the Securities Act of 1933 of 461,650 shares of the Registrant's common stock,
$1.00 par value (the "Shares"), 262,500 shares of which are to be offered upon
the terms and subject to the conditions set forth in the Registrant's 1996
Stock Option Plan (the "1996 Plan"), 6,000 shares of which have been issued or
are to be offered upon the terms and subject to the conditions set forth in the
Registrant's 1995 Non-Employee Director Stock Plan, as amended (the "1995
Plan"), and 193,150 shares of which have been issued or are to be offered upon
the terms and subject to the conditions set forth in the Registrant's 1989
Incentive Stock Option Plan, as amended (the "1989 Plan").

         In connection therewith, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the Articles of
Incorporation of the Registrant, as amended, the amended Bylaws of the
Registrant, the 1996 Plan, the 1995 Plan, the 1989 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, in respect of
Shares that have been issued, were duly authorized and validly issued and are
fully paid and nonassumable, and in respect of Shares to be offered, when
issued in accordance with the terms of the 1996 Plan, the 1995 Plan or the 1989
Plan, as the case may be, 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 and to the reference to our name under the caption "Item
5. Interests of Named Experts and Counsel" in the Registration Statement and
under the caption "Legal Matters" in the prospectus filed as part of the
Registration Statement.

                                        Very truly yours,

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

                                        Fulbright & Jaworski L.L.P.