Exhibit 5.1
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               [LETTERHEAD OF CLEARY, GOTTLIEB, STEEN & HAMILTON]

Writer's Direct Dial:  (212) 225-2920
E-Mail:  akohn@cgsh.com



                                                                  May 13, 2002

CARBO Ceramics Inc.
6565 MacArthur Boulevard, Suite 1050
Irving, Texas  75039

          Re: CARBO Ceramics Inc. Registration Statement on Form S-8
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Ladies and Gentlemen:

          We have acted as special counsel to CARBO Ceramics, Inc., a Delaware
corporation (the "Company"), in connection with the registration statement on
Form S-8 (the "Registration Statement") to be filed today with the Securities
and Exchange Commission (the "Commission") pursuant to the Securities Act of
1933, as amended (the "Act"), for the registration of 250,000 shares of Common
Stock, par value $.01 per share (the "Shares"), to be issued under the CARBO
Ceramics Inc. 1996 Stock Option Plan For Key Employees, as Amended (the "Plan"),
and the related preferred share purchase rights (the "Rights") to be issued
pursuant to the Shareholder Rights Plan, adopted February 13, 2002 by the
Company.

          We have participated in the preparation of the Registration Statement
and have reviewed the originals or copies certified or otherwise identified to
our satisfaction of all such corporate records of the Company and such other
instruments and other certificates of public officials, officers and
representatives of the Company and such other persons, and we have made such
investigations of law, as we have deemed appropriate as a basis for the opinions
expressed below.

          In rendering the opinions expressed below, we have assumed the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies. In addition, we have
assumed and have not verified the accuracy as to factual matters of each
document we have reviewed.

          Based on the foregoing, and subject to the further assumptions and
qualifications set forth below, it is our opinion that:

          1. The Shares have been duly authorized by all necessary corporate
action of the Company and, when issued in accordance with the terms of the Plan,
at prices in excess of the par value thereof, will be validly issued, fully paid
and nonassessable.

          2. Upon issuance of the Shares in accordance with the terms of the
Plan, at prices in excess of the par value thereof, the Rights associated with
the Shares will be validly issued.

          The foregoing opinions are limited to the General Corporation Law of
the State of Delaware.

          We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
are "experts" within the meaning of the Act or the rules and regulations of the
Commission issued thereunder with respect to any part of the Registration
Statement, including this exhibit.



                                Very truly yours,

                                CLEARY, GOTTLIEB, STEEN & HAMILTON



                                By /s/ Arthur H. Kohn
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                                Arthur H. Kohn, a Partner