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                                                                     EXHIBIT 5.1




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



May 28, 1999


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 500,000 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 (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, 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.