1
                                    EXHIBIT 5


                       [HUGHES & LUCE, L.L.P. LETTERHEAD]


                                February 25, 2000


Perot Systems Corporation
12404 Park Central Drive
Dallas, Texas 75251

Ladies and Gentlemen:

         We have acted as special counsel to Perot Systems Corporation, a
Delaware corporation (the "Company"), in connection with the filing of
Post-Effective Amendment No. 1 to Registration Statement No. 333-70267 on Form
S-8 (the "Registration Statement") which the Company intends to file with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act"), relating to the Company's Class A Common Stock, par
value $.01 per share (the "Common Stock"), which may be distributed in
accordance with the Company's 1999 Employee Stock Purchase/Non-US Plan and its
1999 Employee Stock Purchase Plan/US (which plans were formerly the 1999
Employee Stock Purchase Plan) (collectively, the "Plans").

         We have examined a copy of the Registration Statement (including the
exhibits thereto), the related Prospectuses (the "Prospectuses") and the Plans.
In addition, we have examined, and have relied as to matters of fact upon, the
originals or copies, certified or otherwise identified to our satisfaction, of
such corporate records, agreements, documents and other instruments and such
certificates or comparable documents of public officials and of officers and
representatives of the Company, and have made such other and further
investigations, as we have deemed relevant and necessary as a basis for the
opinion hereinafter set forth.

         In such examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such latter documents.

         We hereby advise you that in our opinion the original issue shares of
Common Stock issuable pursuant to the Plans, when duly authorized and issued as
contemplated by the Registration Statement, the related Prospectuses and the
Plans, will be validly issued, fully paid and nonassessable.

         We are members of the Bar of the State of Texas and do not express any
opinion herein concerning any law other than the General Corporation Law of the
State of Delaware.

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

                                          Very truly yours,

                                          /s/ HUGHES & LUCE, L.L.P.








                                    EXHIBIT 5