1 EXHIBIT 5.1 August 27, 1997 American Homestar Corporation Marina Plaza Building 2450 South Shore Boulevard, Suite 300 League City, Texas 77573 Re: Registration Statement on Form S-3 of American Homestar Corporation Gentlemen: We are acting as counsel for American Homestar Corporation, a Texas corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended (the "Act"), of the offering and sale of up to 474,099 shares of the Company's Common Stock, par value $0.05 per share (the "Shares") by certain Selling Shareholders. The Selling Shareholders acquired the Shares pursuant to that certain Securities Purchase Agreement, as amended, by and among Brilliant Holding Corporation, the Securityholders of Brilliant Holding Corporation and the Company (the "Agreement"). A Registration Statement on Form S-3 covering the offering and sale of the Shares (the "Registration Statement") is expected to be filed with the Securities and Exchange Commission on or about the date hereof. In reaching the conclusions expressed in this opinion, we have examined and relied upon the originals or certified copies of all documents, certificates and instruments as we have deemed necessary to the opinions expressed herein, including the Articles of Incorporation, as amended, and the Bylaws of the Company and a copy of the Agreement. In making the foregoing examinations, we have assumed the genuineness of all signatures on original documents, the authenticity of all documents submitted to us as originals and the conformity to original documents of all copies submitted to us. Based solely upon the foregoing, subject to the comments hereinafter stated, and limited in all respects to the laws of the State of Texas and the federal laws of the United States of America, it is our opinion that the Shares issued pursuant to the terms of the Agreement have been validly issued, fully paid and nonassessable. We hereby consent to the use of this opinion as an Exhibit to the Registration Statement. In giving this consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder. Very truly yours, /s/ Jackson Walker, LLP