<PAGE>
EXHIBIT 5.1
ROBERT D. REMY
ATTORNEY AT LAW
ROBERT D. REMY BEVERLY M. HOLLAND
December 7, 2000
ACR Group, Inc.
3200 Wilcrest, Suite 440
Houston, Texas 77042
Re: ACR Group, Inc. 401(k) Plan Registration Statement on Form S-8
Gentlemen:
I have acted as counsel to ACR Group, Inc., a Texas corporation (the
"Company"), in connection with the preparation for filing with the Securities
and Exchange Commission of a Registration Statement on Form S-8 ("Registration
Statement') under the Securities Act of 1933, as amended. The Registration
Statement relates to the registration of a total of 1,000,000 shares (the
"Shares") of the Company's common stock, par value $.01 per share ("Common
Stock"), issuable pursuant to the Company's 401(k) Plan (the "Plan").
In this connection, I have made such investigation and have examined such
documents deemed necessary in order to enable me to render the opinion contained
herein.
Based upon the foregoing, it is my opinion that (i) the written provisions
of the current Plan documents comply with the applicable provisions of the
Employee Retirement Income Security Act of 1974; and (ii) the 1,000,000 Shares,
when issued in accordance with the terms of the Plan, and pursuant to the
Registration Statement, will be legally issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Robert D. Remy
Robert D. Remy
