<PAGE>
EXHIBIT 5.1
[FCG Logo]
December 15, 2000
First Consulting Group, Inc.
111 W. Ocean Boulevard
Long Beach, CA 90802
Ladies and Gentlemen:
You have requested my opinion as General Counsel of First Consulting Group,
Inc., a Delaware corporation (the "Company") with respect to certain matters
in connection with the filing by the Company of a Registration Statement on
Form S-3 (the "Registration Statement") with the Securities and Exchange
Commission covering the offering of up to 222,222 shares of the Company's
common stock, $0.001 par value (the "Shares").
In connection with this opinion, I have examined the Registration Statement,
the related prospectus, your Certificate of Incorporation and Bylaws, and
such other documents, records, certificates, memoranda and other instruments
as I deem necessary as a basis for this opinion. I have assumed the
genuineness and authenticity of all documents submitted to me as originals,
the conformity to originals of all documents submitted to me as copies
thereof, and the due execution and delivery of all documents where due
execution and delivery are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, I am of the opinion
that the Shares, when sold and issued in accordance with the related
prospectus and the Registration Statement, will be validly issued, fully paid
and nonassessable.
I consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ ROBERT R. HOLMEN
---------------------------
Robert R. Holmen
General Counsel
