EXHIBIT 5.1
October 3, 2000
Ultramar Diamond Shamrock Corporation
P. O. Box 696000
San Antonio, Texas 78269-60000
Re: Ultramar Diamond Shamrock Corporation Non-Employee Director Equity Plan
(the "Plan")
Gentlemen:
I am Counsel for Ultramar Diamond Shamrock Corporation, a Delaware corporation
(the "Company"). The Company expects to file with the Securities and Exchange
Commission on or about October 5, 2000 under the Securities Act of 1933, as
amended, a Registration Statement on Form S-8/A (the Registration Statement")
for the purpose of registering 250,000 shares of common stock, $0.01 par value
of the Company ("Common stock").
In connection with such filing, I have examined the Plan and such other
documents, records, and matters of law as I have deemed necessary for purposes
of this opinion and based thereupon, I am of the opinion that the shares of
Common stock that may be issued and sold or delivered pursuant to the Plan will
be, when issued in accordance with the provisions of the Plan, legally issued,
fully paid, and nonassessable and the rights to purchase common stock (the
"Rights") in accordance with the Rights Agreement dated June 25, 1992 between
the Company and Registrar and Transfer Company, when duly issued, will be
legally issued.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement on Form S-8/A for the Plan filed by the Company with the Securities
and Exchange Commission to effect registration of such Common Stock under the
Securities Act of 1933, as amended.
Very truly yours,
/s/ Todd Walker
Todd Walker
