EXHIBIT 5.1


                     [LETTERHEAD OF KATTEN MUCHIN & ZAVIS]

                               December 5, 1997



Compass International Services Corporation
One Penn Plaza
Suite 4428
New York, New York 10119

          Re:  Registration Statement on Form S-1
               ----------------------------------

Ladies and Gentlemen:

     We have acted as counsel for Compass International Services Corporation, a
Delaware corporation (the "Company"), in connection with the preparation and
filing of a Registration Statement on Form S-1 (the "Registration Statement")
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended.  The Registration Statement relates to 4,715,000 shares of the
Company's Common Stock, $.01 par value per share (the "Common Stock").

     In connection with this opinion, we have relied as to matters of fact,
without investigation, upon certificates of public officials and others and upon
affidavits, certificates and written statements of directors, officers and
employees of, and the accountants for, the Company.  We have also examined
originals or copies, certified or otherwise identified to our satisfaction, of
such instruments, documents and records as we have deemed relevant and necessary
to examine for the purpose of this opinion, including (a) the Registration
Statement, (b) the proposed Underwriting Agreement by and among the Company,
Nationsbanc Montgomery Securities, Inc. and Lehman Brothers, Inc. (the
"Underwriting Agreement"), (c) the Amended and Restated Certificate of
Incorporation of the Company, (d) the By-Laws of the Company, as amended to
date, and (e) resolutions adopted by the Board of Directors of the Company.

     In connection with this opinion, we have assumed the accuracy and
completeness of all documents and records that we have reviewed, the genuineness
of all signatures, the due authority of the parties signing such documents, the
authenticity of the documents submitted to

 
Compass International Services Corporation
December 5, 1997
Page 2


us as originals and the conformity to authentic original documents of all
documents submitted to us as certified, conformed or reproduced copies.

     Based upon and subject to the foregoing, it is our opinion that the
4,715,000 shares of Common Stock covered by the Registration Statement
(including 615,000 shares subject to the over-allotment option), when issued and
sold by the Company and when paid for in accordance with the provisions of the
Underwriting Agreement, will be validly issued, fully paid and non-assessable.

     Our opinion expressed above is limited to the General Corporation Law of
the State of Delaware, and we do not express any opinion concerning any other
laws.  This opinion is given as of the date hereof and we assume no obligation
to advise you of changes that may hereafter be brought to our attention.

     We hereby consent to the reference to our name in the Registration
Statement under the caption "Legal Matters" and further consent to the filing of
this opinion as Exhibit 5.1 to the Registration Statement.

                                   Very truly yours,

                                   /s/ Katten Muchin & Zavis

                                   KATTEN MUCHIN & ZAVIS