EXHIBIT 5.1
                                       

                          GIBSON, DUNN & CRUTCHER LLP
                           4 PARK PLAZA, SUITE 1700
                           IRVINE, CALIFORNIA 92614



                                 April 9, 1998


                                                                 C 29003-00719

Fleetwood Enterprises, Inc.
3125 Myers Street
Riverside, CA 92503-5527

     Re:  REGISTRATION STATEMENT ON FORM S-4

Ladies and Gentlemen:

     You have requested our opinion with respect to certain matters in 
connection with the filing by Fleetwood Enterprises, Inc., a Delaware 
corporation (the "Company"), of a Registration Statement on Form S-4 (the 
"Registration Statement"), with the Securities and Exchange Commission (the 
"Commission"), including a proxy statement/prospectus to be filed with the 
Commission pursuant to Rule 424 of Regulation C promulgated under the 
Securities Act of 1933, as amended (the "Securities Act"), and the issuance 
of up to 3,620,300 shares of the Company's Common Stock, par value $1.00 per 
share (the "Securities"), to the stockholders of HomeUSA, Inc., a Delaware 
corporation ("HomeUSA"), in exchange for shares of capital stock of HomeUSA 
upon consummation of the merger of HomeUSA with and into HUSA Acquisition 
Company, a Delaware corporation and wholly owned subsidiary of the Company 
("Acquisition Sub").

     In connection with this opinion, we have examined the Registration 
Statement, the Company's Restated Certificate of Incorporation and Bylaws, 
each as amended to the date hereof, and the records of corporate proceedings 
and other actions taken by the Company in connection with the merger and the 
authorization and issuance of the Securities. In connection with our 
examination of such documents, we have assumed the genuineness of all 
signatures on, and the authenticity of, all documents submitted to us as 
originals and the conformity to the original documents of all documents 
submitted to us as copies. With respect to agreements and instruments 
executed by natural persons, we have assumed the legal competency and 
authority of 





Fleetwood Enterprises, Inc.
April 9, 1998
Page 2


such persons. As to facts material to the opinions expressed herein that were 
not independently established or verified, we have relied upon oral or 
written statements and representations of the Company.

     Based upon the foregoing and in reliance thereon, we are of the opinion 
that the Securities, when issued in accordance with (i) the terms and 
conditions of that certain Agreement and Plan of Merger dated February 17, 
1998, by and among the Company, HomeUSA and Acquisition Sub, (ii) applicable 
state securities laws, (iii) the Registration Statement and pertinent 
exhibits thereto, and (iv) an order from the Commission declaring the 
Registration Statement effective, will be legally issued, fully paid and 
non-assessable.

     Our opinions do not address or include the accuracy, completeness, 
fairness or adequacy of the disclosures contained in the Registration 
Statement under the securities or other laws and regulations of the United 
States or any state or other jurisdiction. In addition, we express no opinion 
as to matters involving the laws of any jurisdiction other than the States of 
California and Delaware and the United States of America. We are not admitted 
to practice law in the State of Delaware, but we are generally familiar with 
the Delaware General Corporation Law as presently in effect and have made 
such inquiries as we considered necessary to render our opinion. The opinion 
set forth in this letter is limited to the present laws of the State of 
California, the present federal laws of the United States, and, to the 
limited extent set forth above, the present laws of the State of Delaware. No 
opinion is expressed by us as to the matters of conflict or choice of law. We 
undertake no obligation to advise you as a result of developments occurring 
after the date hereof or as a result of facts or circumstances brought to our 
attention after the date hereof.

     We hereby consent to the filing of this opinion as an exhibit to the 
Registration Statement, and we further consent to he use of our name under 
the caption "Legal Matters" in the Registration Statement and in the proxy 
statement/prospectus that forms a part thereof. In giving this consent, we do 
not thereby admit that we are within the category of persons whose consent is 
required under Section 7 of the Securities Act or the Rules and Regulations 
of the Commission.

                                        Very truly yours,



                                        GIBSON, DUNN & CRUTCHER LLP

RED/MDL