1
                                                                     EXHIBIT 5.1

                    [FULBRIGHT & JAWORSKI L.L.P LETTERHEAD]






July 24, 1998


BindView Development Corporation
3355 West Alabama, Suite 1200
Houston, Texas 77098

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 5,136,454 shares of the Registrant's common stock, no
par value per share (the "Shares"), 1,832,714 shares of which are to be offered
upon the terms and subject to the conditions set forth in the Registrant's
Incentive Stock Option Plan (the "Incentive Plan"), 1,303,740 shares of which
are to be offered upon the terms and subject to the conditions set forth in the
Registrant's 1997 Incentive Plan (the "1997 Plan"), 1,750,000 shares of which
are to be offered upon the terms and subject to the conditions set forth in the
Registrant's Omnibus Incentive Plan (the "Omnibus Plan") and 250,000 shares of
which are to be offered upon the terms and subject to the conditions set forth
in the Registrant's 1998 Non-Employee Director Stock Option Plan (the "Director
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, the Incentive Plan, the 1997 Plan, the Omnibus Plan, the Director
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 Non-Employee Director 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, the Texas
Business Corporation Act 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.