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                                                                     EXHIBIT 5.1



             [AKIN, GUMP, STRAUSS, HAUER & FELD L.L.P. LETTERHEAD]



                               February 27, 1998

FWT, Inc.
1901 East Loop 820 South
Ft. Worth, TX 76112-7889

Ladies and Gentlemen:

     We have acted as counsel for FWT, Inc., a Texas corporation (the
"Company"), in connection with the proposed offer by the Company to exchange
(the "Exchange Offer") all outstanding 9 7/8% Senior Subordinated Notes Due 2007
($105 million principal amount outstanding) (the "Outstanding Notes") for 9 7/8%
Senior Subordinated Notes Due 2007 ($105 million principal amount) (the
"Exchange Notes"). The Outstanding Notes have been, and the Exchange Notes will
be, issued pursuant to an Indenture dated as of November 15, 1997, between the
Company and Norwest Bank Minnesota, National Association, as trustee (the
"Trustee"). Unless otherwise defined herein capitalized terms used in this
opinion shall have the same meanings set forth in the Indenture.

     The law covered by the opinions expressed herein is limited to the Federal
laws of the United States and the laws of the State of New York and the State
of Texas. This firm is a registered limited liability partnership organized
under the laws of the State of Texas.

     We have examined the Indenture and the form of Exchange Notes, which are
filed as Exhibit 4.1 to the Registration Statement, the Registration Statement
on for S-4, as amended by Amendment No. 1 thereto, filed by the Company with the
Securities and Exchange Commission, for the registration of the Exchange Notes
under the Securities Act of 1933 (the Registration Statement as amended at the
time it becomes effective being referred to as the "Registration Statement") and
such corporate records of the Company, certificates of public officials and such
other documents as we have deemed necessary or appropriate for the purpose of
this opinion.

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AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.

FWT, Inc.
February 27, 1998
Page 2

     Based upon such examination and review, we are of the opinion that:

     The Exchange Notes proposed to be issued by the Company pursuant to the
     Exchange Offer have been duly authorized for issuance and, subject to the
     Registration Statement becoming effective under the Securities Act of 1933,
     and to compliance with any applicable state securities laws, the Exchange
     Notes when issued, delivered by the Company, authenticated by the Trustee
     and delivered and sold in accordance with the Indenture, will be valid and
     binding obligations of the Company.

     The opinion expressed herein as to the valid, binding and enforceable
nature of the Exchange Notes is subject to the exceptions that (i) enforcement
may be limited by bankruptcy, insolvency (including without limitation, all laws
relating to fraudulent transfers), reorganization, moratorium or similar laws
affecting enforcement of creditors' rights generally, and (ii) enforcement is
subject to general principles of equity (regardless of whether enforcement is
considered in a proceeding in equity or at law). In addition, the foregoing
opinion is subject to the qualifications that certain remedial, waiver and other
similar provisions of the Indenture may not be enforceable in whole or in part
under the laws of the State of New York or the United States, but such
provisions do not void the Indenture or frustrate the basic purpose thereof, and
subject to the other qualifications set forth in this opinion, the Indenture
contains adequate provisions for the practical realization of the rights and
benefits afforded thereby, except for the economic consequences of any judicial,
administrative or other delay or procedure which may be imposed by applicable
federal and state law, rules, regulations and court decisions and by
constitutional requirements in and of the State of New York or the United
States. In addition, we express no opinion as to (i) the enforceability of any
provisions contained in the Indenture purporting to waive the benefits of any
stay, extension or usury law or waive any rights under any applicable statutes
or rules thereafter enacted or promulgated or (ii) the validity, legally binding
effect or enforceability of any provision of any agreement that requires or
relates to payment of any interest at a rate or in an amount which a court would
determine in the circumstances under applicable law to be commercially
unreasonable or a penalty or a forfeiture. In addition, the rights to
indemnification contained in the Indenture may be limited by Federal or New York
State laws or the policies underlying such laws.

     We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to the firm under "Legal Matters"
in the Prospectus forming a part of the Registration Statement.

                                 Sincerely,

                                 /s/ AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.

                                 AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.