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                                                                     EXHIBIT 5.1




     [LETTERHEAD OF MEADOWS, OWENS, COLLIER, REED, COUSINS & BLAU, L.L.P.]





                               September 30, 1998




Silverleaf Resorts, Inc.
1221 Riverbend Drive
Suite 120
Dallas, Texas  75247

        RE:  SILVERLEAF RESORTS, INC. -- COMMON STOCK, PAR VALUE $0.01 PER SHARE

Ladies/Gentlemen:

         At your request, we have examined the Registration Statement on Form
S-8 (the "Registration Statement"), which you intend to file with the
Securities and Exchange Commission in connection with the registration under
the Securities Act of 1933, as amended, of 1,600,000 shares of Common Stock,
par value $0.01 per share (the "Shares"), to be sold by Silverleaf Resorts,
Inc. (the "Company") under The 1997 Stock Option Plan, as amended, of
Silverleaf Resorts, Inc. (the "Plan").  We are familiar with the proceedings
undertaken in connection with the authorization, issuance and sale of the
Shares.  Additionally, we have examined such questions of law and fact as we
have considered necessary or appropriate for purposes of this opinion.

         Based upon the foregoing, we are of the opinion that the Shares have
been duly authorized, and upon issuance of the Shares under the terms of the
Plans and delivery and payment therefor of the consideration set forth in the
Texas Business Corporation Act at least equal to the aggregate par value of the
Shares issued, such Shares will be validly issued, fully paid and
nonassessable.

         We consent to your filing this opinion as an Exhibit to the
Registration Statement.

                                           Very truly yours,



                                           MEADOWS, OWENS, COLLIER,
                                            REED, COUSINS & BLAU, L.L.P.