<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>2
<FILENAME>capitals8ex51083104.txt
<DESCRIPTION>OPINION OF LOCKE LIDDELL & SAPP LLP
<TEXT>

                                                                     Exhibit 5.1

                    [Letterhead of Locke Liddell & Sapp LLP]


                                 August 31, 2004


Capital Southwest Corporation
12900 Preston Road, Suite 700
Dallas, Texas  75230

Ladies and Gentlemen:

         We have  acted as counsel to  Capital  Southwest  Corporation,  a Texas
corporation  (the "Company"),  in connection with the Registration  Statement on
Form S-8  filed by the  Company  with the  Securities  and  Exchange  Commission
pursuant to the  Securities  Act of 1933, as amended,  relating to the offer and
sale of up to an additional  140,000 shares of the Company's Common Stock, $1.00
par value per share (the  "Common  Stock"),  that may be issued  pursuant to the
Company's 1999 Stock Option Plan (the "Plan").

         In connection with this opinion, we have examined and are familiar with
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 in  connection  with this
opinion,  including the Company's  Articles of  Incorporation,  as amended,  the
Company's  Bylaws  and  the  Plan.  In  our  examination  we  have  assumed  the
genuineness  of all  signatures,  the legal  capacity  of natural  persons,  the
authenticity  of all documents  submitted to us as originals,  the conformity to
original documents of all documents  submitted to us as certified or photostatic
copies,  the  authenticity  of originals of such copies and the  authenticity of
telegraphic or telephonic  confirmations of public  officials and others.  As to
facts material to our opinion,  we have relied upon  certificates or telegraphic
or telephonic  confirmations  of public officials and  certificates,  documents,
statements  and other  information  of the  Company  or its  representatives  or
officers.

         Based upon the  foregoing,  we are of the opinion that the Common Stock
that may be issued by the Company,  when issued and paid for in accordance  with
the terms of the Plan, will be validly issued, fully paid and non-assessable.

         We hereby  consent to the filing of this  opinion as Exhibit 5.1 to the
Registration Statement.

                                                       Very truly yours,

                                                       LOCKE LIDDELL & SAPP LLP



                                                       By:/s/ Gina E. Betts
                                                          ----------------------
                                                          Gina E. Betts, Partner





</TEXT>
</DOCUMENT>
