EXHIBIT 5.1
McGUIRE, CRADDOCK, STROTHER & HALE, P.C.
ATTORNEYS AND COUNSELORS
3550 LINCOLN PLAZA
500 N. AKARD
DALLAS, TEXAS 75201
TELEPHONE (214) 954-6800
TELECOPIER (214) 954-6868
July 12, 2000
Hallmark Financial Services, Inc.
14651 Dallas Parkway
Suite 900
Dallas, Texas 75240
RE: Registration Statement on Form S-8
Dear Gentlemen:
We have acted as counsel for Hallmark Financial Services, Inc., a
Nevada corporation (the "Company"), in connection with the preparation and
filing of a Registration Statement on Form S-8 under the Securities Act of
1933 relating to an aggregate of 3,375,000 shares (the "Shares") of the
Company's common stock, $0.03 par value per share, issuable under the
Hallmark Financial Services, Inc. 1991 Key Employee Stock Option Plan, the
Hallmark Financial Services, Inc. 1994 Key Employee Long Term Incentive Plan
and the Hallmark Financial Services, Inc. 1994 Non-Employee Director Stock
Option Plan (collectively, the "Plans").
In connection with the foregoing, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such documents,
corporate records, certificates of public officials and other instruments as
we have deemed necessary or advisable for the purposes hereof. Based on the
foregoing, we are of the opinion that, when issued in accordance with the
Plans, the Shares will be duly authorized and validly issued.
This opinion is solely for the benefit of the Company in connection
with the Registration Statement and may not be relied upon by any other
person, furnished to any other person, quoted, filed or otherwise used
without the express written consent of this firm. We hereby consent to the
filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
MCGUIRE, CRADDOCK, STROTHER & HALE, P.C.
By:
Steven D. Davidson, Director
