EXHIBIT 5.1

                                 ALICE A. WATERS
                                 ATTORNEY AT LAW
                             109 E. FRANKLIN STREET     TELEPHONE (972) 938-9090
                             WAXAHACHIE, TEXAS 75165    FACSIMILE (972) 937-8810








                             ________________, 2003


ABIC Realty Corporation
9520 North May Avenue
Suite 330
Oklahoma City, Oklahoma 73120

            Re:  ABIC Realty Fund I, L.P.

Gentlemen:

            I am acting as your counsel in connection with the registration of
4,000,000 units of limited partnership interest (the "Units") of ABIC Realty
Fund I, L.P. (the "Partnership"), a Texas limited partnership having ABIC Realty
Corporation, a Texas corporation, as the General Partner (the "General
Partner"). Such Units are to be sold for cash for $10.00 each. The Units are
being registered with the Securities and Exchange Commission pursuant to a
Registration Statement on Form S-11 which was filed with the Securities and
Exchange Commission on June 27, 2002 (as amended, the "Registration Statement").
I am familiar with the documents and materials relating to the Partnership
relevant to this opinion.

            In rendering my opinion, I have reviewed the Certificate of Limited
Partnership of the Partnership dated May 17, 2002, as executed by the General
Partner and filed with the Secretary of State of Texas, and a Certificate of
Good Standing issued by the State Comptroller dated_______. Additionally, I have
assumed that the Agreement of Limited Partnership of the Partnership will be
executed substantially in the form included as Exhibit A to the Prospectus which
was filed with the Securities and Exchange Commission as a part of the
Registration Statement (the "Partnership Agreement") and that the Partnership
will be operated in accordance with the provisions of the Partnership Agreement.
I have also assumed that each of the limited partners will execute the
Subscription Agreement and Signature Page included as Exhibit B to the
Prospectus.

            Assuming the foregoing, based on my review of the relevant documents
and materials, it is my opinion that:

            (a)  The Partnership is duly organized, validly existing and in good
                 standing under the laws of the State of Texas; and

            (b)  Upon payment by subscribers for Units of their required capital
                 contributions, the Units will be validly authorized and legally
                 issued, and will be fully paid and non-assessable.




            I undertake no obligation to update the opinions expressed herein at
any time after the date hereof. I have prepared this opinion letter solely for
your use in connection with the filing of the Registration Statement, and this
opinion letter should not be quoted in whole or in part or otherwise referred
to, nor filed with or furnished to any governmental agency or other person or
entity, without my prior written consent.

            I hereby consent to the filing of this opinion letter as an exhibit
to the Registration Statement and to the references to me under the caption
"Legal Matters" in the Prospectus. In giving this consent, however, I do not
hereby admit that I am an "expert" within the meaning of the Securities Act of
1933, as amended, or that I come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the rules
or regulations of the Securities and Exchange Commission promulgated thereunder.


                                                Sincerely,



                                                Alice A. Waters