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EXHIBIT 5.1
November 16, 2000
Service Corporation International
1929 Allen Parkway
Houston, Texas 77019
Ladies and Gentlemen:
We have acted as counsel for Service Corporation International, a Texas
corporation (the "Company"), in connection with the registration, pursuant to a
Registration Statement on Form S-8 being filed with the Securities and Exchange
Commission (the "Registration Statement") under the Securities Act of 1933, as
amended, of the offering and sale to certain employees of the Company of up to
2,700,000 shares of the Company's common stock, par value $1.00 per share (the
"Common Stock"), which may be issued upon the exercise of certain Options
granted under the Service Corporation International 1996 Nonqualified Incentive
Plan ("the Plan"). Capitalized terms not defined herein shall have the meanings
given to them under the Plan.
In our capacity as counsel for the Company, we have examined the
corporate documents of the Company, including its Restated Articles of
Incorporation and its Bylaws, each as amended, and resolutions adopted by its
board of directors and committees thereof. We have also examined the
Registration Statement, together with the exhibits thereto, and such other
documents which we have deemed necessary for the purposes of expressing the
opinion contained herein. We have relied on representations made by and
certificates of the officers of the Company and public officials with respect to
certain facts material to our opinion. We have made no independent investigation
regarding such representations and certificates.
Based upon the foregoing, we are of the opinion that when the Options
have been duly exercised in accordance with their respective terms, the Common
Stock issued thereupon will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Locke Liddell & Sapp LLP
