EXHIBIT 5.1


                                 June 30, 1999



Software Spectrum, Inc.
2140 Merritt Drive
Garland, Texas  75041

     Re:  Registration of 200,000 shares of Common Stock, par value $.01 per
          share, pursuant to a Registration Statement on Form S-8

Ladies and Gentlemen:

     We have acted as counsel for Software Spectrum, Inc., a Texas corporation
(the "Company"), in connection with the registration under the Securities Act of
1933, as amended (the "Securities Act"), pursuant to a Registration Statement on
Form S-8 (the "Registration Statement"), of 200,000 shares of Common Stock, par
value $.01 per share, of the Company (the "Common Stock") to be offered pursuant
to the Software Spectrum 1998 Long-Term Incentive Plan (the "Plan").

     In connection with this opinion, we have examined the Registration
Statement, the Company's Articles of Incorporation and Bylaws, each as amended
and restated to date, and such other documents, records, certificates, memoranda
and other instruments as we deem relevant or necessary as a basis for this
opinion. We have assumed the genuineness and authenticity of all documents
submitted to us as originals, the conformity to originals of all documents
submitted to us as copies thereof and the due execution and delivery of all
documents where due execution and delivery are a prerequisite to the
effectiveness thereof.

     Based upon our examination of such documents and the investigation of such
matters of law as we have deemed relevant or necessary in rendering this
opinion, we hereby advise you that we are of the opinion that:

     1. The Company is a corporation duly incorporated and validly existing in
good standing under the laws of the State of Texas.

     2. Assuming, with respect to shares of Common Stock issued after the date
hereof, (i) the receipt of proper consideration for the issuance thereof in
excess of par value thereof, (ii) the availability of a sufficient number of
shares of Common Stock authorized by the




Software Spectrum, Inc.
June 30, 1999
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Company's Articles of Incorporation then in effect, (iii) compliance with the
terms of any agreement entered into in connection with any options or
restricted stock under the Plan, and (iv) that no change occurs in the
applicable law or the pertinent facts, the shares of Common Stock purchasable
upon the exercise of any option granted under or issued upon the awarding of
any restricted stock under the Plan will upon issuance be duly authorized and
validly issued, fully paid and non-assessable shares of Common Stock.

     We consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement filed by the Company with the Securities and Exchange
Commission for the registration under the Securities Act of 200,000 shares of
Common Stock of the Company covered by the Plan. By so consenting, we do not
thereby admit that our firm's consent is required by Section 7 of the
Securities Act.

                                             Very truly yours,

                                             /s/ LOCKE LIDDELL & SAPP LLP