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                                                                     EXHIBIT 5.1


                               September 25, 1997





American Homestar Corporation
2450 South Shore Boulevard, Suite 300
League City Texas 77573


         Re:     Registration Statement on Form S-8 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 13,171 shares of the Company's Common Stock, par value $.05 per share (the
"Shares"), which shares are issuable upon the exercise of options ("Options")
granted pursuant to the provisions of the various Replacement Incentive Stock
Option Agreements by and between the Corporation, on the one hand, and Joan
Vickery ("Vickery"), Jimmy Tyra ("Tyra"), Vernon Berry ("Berry") and Mike
Terrian ("Terrian"), respectively, on the other (each an "Agreement" and
collectively the "Agreements").  A Registration Statement on Form S-8 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 on such documents, corporate records and other instruments,
including certificates of public officials and certificates of officers of the
Company, and made such further investigation and inquiry as we have deemed
necessary to reach the opinions expressed herein.  In making the foregoing
examinations, we have assumed the genuineness of all signatures on original
documents, the authenticity, accuracy and completeness 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 and
exceptions hereinafter stated, it is our opinion that the Shares, when sold by
the Company in accordance with the terms of the Agreements for consideration
having a value not less than the par value thereof, will be validly and legally
issued, fully paid and nonassessable.
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         We express no opinion as to the laws of any jurisdiction other than
the laws of the State of Texas and the federal laws of the United States of
America, in each case as in effect on the date hereof.

         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,

                                            Jackson Walker L.L.P.