
                                                                     EXHIBIT 5.1

                              JENKENS & GILCHRIST
              A   P R O F E S S I O N A L   C O R P O R A T I O N

                           2200 ONE AMERICAN CENTER           DALLAS, TEXAS     
                              600 CONGRESS AVENUE            (214) 855-4500     
                              AUSTIN, TEXAS 78701                               
                                                             HOUSTON, TEXAS     
                                (512) 499-3800               (713) 951-3300     
                           TELECOPIER (512) 404-3520                            
                                                         LOS ANGELES, CALIFORNIA
 WRITER'S DIRECT DIAL NUMBER                                  (310) 820-8800    
   J. Rowland Cook
   (512) 499-3821                                           SAN ANTONIO, TEXAS
                                                              (210) 246-5000    
                                                      
                                                              WASHINGTON, D.C.  
                                                               (212)326-1500
                              
Saratoga Holdings I, Inc.   
301 Congress Avenue, Suite 1550 (212) 326-1500
Austin, Texas 78701

      Re:   Saratoga Holdings I, Inc.
            Registration Statement on Form SB-2

Ladies and Gentlemen:

      On May 14, 1999, Saratoga Holdings I, Inc., a Texas corporation (the
"Company"), filed with the Securities and Exchange Commission ("Commission") a
Pre-Effective Amendment Number 5 to Registration Statement on Form SB-2 (the
"Registration Statement"), under the Securities Act of 1933, as amended (the
"Act"), relating to the offer and sale by the Company of an aggregate of
3,465,292 shares of common stock, $.01 par value per share (the "Shares"). We
have acted as counsel to the Company in connection with the preparation and
filing of the Registration Statement.

      In connection therewith, we have examined and relied upon the original or
copies, certified to our satisfaction, of (i) the Articles of Incorporation and
the Bylaws of the Company, in each case as amended to date, (ii) copies of
resolutions of the Board of Directors of the Company authorizing the offering
and the issuance of the shares to be sold by the Company and related matters,
(iii) the Registration Statement, and all exhibits thereto, and (iv) such other
documents and instruments as we have deemed necessary for the expression of
opinions herein contained. In making the foregoing examinations, we have assumed
the genuineness of all signatures and the authenticity of all documents
submitted to us as originals, and the conformity to original documents of all
documents submitted to us as certified or photostatic copies. As to various
questions of fact material to this opinion, we have relied, to the extent we
deem reasonably appropriate, upon representations or certificates of officers or
directors of the Company and upon documents, records and instruments furnished
to us by the Company, without independent check or verification of their
accuracy.

      Based upon the foregoing examination, we are of the opinion that the
Shares have been duly and validly authorized and are legally issued, fully paid
and nonassessable.
<PAGE>
                               Jenkens & Gilchrist
              A   P R O F E S S I O N A L   C O R P O R A T I O N


Saratoga Holdings I, Inc.
May 14, 1999
Page 2

      We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement. In
giving such consent, we do not admit that we come within the category of persons
whose consent is required by Section 7 of the Act or the rules and regulations
of the Commission thereunder.

                                          Respectfully submitted,

                                          JENKENS & GILCHRIST,
                                          A Professional Corporation

                                          By: /s/ J. ROWLAND COOK
                                              J. Rowland Cook
                                              Authorized Signatory

