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EXHIBIT 5.1
October 12, 2000
Kevco, Inc.
University Centre I
1300 South University Drive, Suite 200
Fort Worth, Texas 76107-5734
Re: Registration Statement on Form S-8
Gentlemen:
We have acted as counsel for Kevco, Inc., a Texas corporation (the "Company"),
in connection with the registration under the Securities Act of 1933, as amended
(the "Securities Act"), of an aggregate of 1,500,000 shares (the "Shares") of
the Company's Common Stock, par value $0.01 per share, for issuance pursuant to
the Kevco, Inc. 1999 Stock Option Plan (the "Plan").
In connection with the foregoing, we have examined the originals or copies,
certified or otherwise authenticated to our satisfaction, of such corporate
records of the Company, agreements and other instruments, certificates of public
officials and of officers of the Company, and other instruments and documents as
we have deemed necessary to require as a basis for the opinion hereinafter
expressed. We have also participated in the preparation of the Company's
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission relating to the registration of the
Shares under the Securities Act.
On the basis of the foregoing, it is our opinion that the Shares have been duly
authorized by the Company and, when issued in accordance with the terms of the
Plan, will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to us in the Registration
Statement. In giving this consent, we do not thereby admit we come within the
category of persons whose consent is required under Section 7 of the Securities
Act or the rules and regulations of the Securities and Exchange Commission
thereunder.
Respectfully submitted.
/s/ Haynes and Boone, LLP
Haynes and Boone, LLP
