
                                                                     EXHIBIT 5.1

                     [VINSON & ELKINS L.L.P. LETTERHEAD]

                                April 28, 1998

Carriage Services, Inc.
1300 Post Oak Blvd., Suite 1500
Houston, Texas 77056

Ladies and Gentlemen:

      We are acting as counsel for Carriage Services, Inc., a Delaware
corporation (the "Company"), in connection with the proposed offer and sale by
the Company to the Underwriters (the "Underwriters"), pursuant to the prospectus
forming a part of a Registration Statement on Form S-1 originally filed with the
Securities and Exchange Commission (the "S.E.C.") on April 28, 1998 (such
Registration Statement, as amended at the effective date thereof being referred
to herein as the "Registration Statement"), of an aggregate of 5,000,000 shares
of Common Stock, par value $.01 per share ("Common Stock"), of the Company,
together with a maximum of 750,000 shares of Common Stock which may be sold to
the Underwriters pursuant to the over-allotment option provided in the
Underwriting Agreement and such additional shares of Common Stock, representing
up to 20% of the maximum aggregate offering price set forth in the Registration
Statement, which may be sold to the Underwriters and which would be registered
with the S.E.C. pursuant to Rule 462(b) promulgated under the Securities Act of
1933, as amended (the "Securities Act"). Capitalized terms used but not defined
herein have the meanings set forth in the Registration Statement.

      We are rendering this opinion as of the time the Registration Statement
becomes effective in accordance with Section 8(a) of the Securities Act.

      In connection with the opinion expressed herein, we have examined, among
other things, the Amended and Restated Certificate of Incorporation, as amended,
and the Amended and Restated Bylaws of the Company, the records of corporate
proceedings that have occurred prior to the date hereof with respect to such
offering, the Registration Statement and the form of Underwriting Agreement to
be executed among the Company and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, ABN AMRO Incorporated, Credit Suisse First Boston Corporation and
Raymond James & Associates, Inc., as Representatives of the several
Underwriters. We have also reviewed such questions of law as we have deemed
necessary or appropriate.
<PAGE>
      Based upon the foregoing, we are of the opinion that the shares of Common
Stock proposed to be sold by the Company to the Underwriters have been validly
authorized for issuance and, upon the issuance and delivery thereof in
accordance with the provisions of the Underwriting Agreement (assuming that it
is executed in the form reviewed by us) and as set forth in the Registration
Statement, will be validly issued, fully paid and nonassessable.

      This opinion is limited in all respects to the General Corporation Law of
the State of Delaware.

      We hereby consent to the statements with respect to us under the heading
"Legal Matters" in the prospectus forming a part of the Registration Statement
and to the filing of this opinion as an exhibit to the Registration Statement
and the incorporation by reference of this opinion and consent in a registration
statement filed to register additional shares of Common Stock pursuant to Rule
462(b) promulgated under the Securities Act, but we do not thereby admit that we
are within the class of persons whose consent is required under the provisions
of the Securities Act of 1933, as amended, or the rules and regulations of the
S.E.C. issued thereunder.

                                          Very truly yours,

                                          /s/ VINSON & ELKINS L.L.P.

