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                                                                     EXHIBIT 5.1


                         [CENTEX CORPORATION LETTERHEAD]

                                January 31, 2001

Centex Corporation
2728 North Harwood
Dallas, Texas  75201

Ladies and Gentlemen:

         I am Executive Vice President, Chief Legal Officer and Secretary of
Centex Corporation, a Nevada corporation (the "Company"), and have acted as
counsel for the Company and the other Registrants (as defined below) in
connection with the Registration Statement on Form S-3 (the "Registration
Statement") filed by the Company, 3333 Holding Corporation, a Nevada corporation
("Holding"), and Centex Development Company, L.P., a Delaware limited
partnership ("CDC", and together with the Company and Holding, the
"Registrants"), with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Securities Act"). The
Registration Statement relates to the proposed sale from time to time by certain
selling stockholders of up to 829,860 shares of common stock, par value $.25 per
share, of the Company, certificates for which also represent, as described in
the Registration Statement, (i) a beneficial interest in common stock of Holding
and warrants to purchase Class B Units of limited partnership interest in CDC
and (ii) preferred share purchase rights (collectively, the "Securities").

         In furnishing this opinion, I or members of my staff have examined and
relied upon copies of the Restated Articles of Incorporation and By-laws of the
Company, as amended to date, corporate or partnership records of the Company and
the other Registrants, including minute books of the Company, certificates of
public officials and of representatives of the Company and the other
Registrants, statutes and other instruments and documents as I have deemed
necessary or appropriate to form a basis for the opinions hereinafter expressed.
In connection with this opinion, I have assumed the genuineness of all
signatures on all documents examined by me, and the authenticity of all
documents submitted to me as originals and the conformity to the originals of
all documents submitted to me as copies.

         On the basis of the foregoing, and subject to the assumptions,
limitations and qualifications set forth herein, I am of the opinion that:

         1. The Company is a corporation validly existing in good standing under
the laws of the State of Nevada.

         2. The Securities are duly authorized, validly issued, fully paid and
non-assessable.

         The opinions set forth above are limited to the laws of the State of
Texas, the State of Delaware, the State of Nevada and the United States of
America. At your request, this opinion is being furnished to you for filing as
Exhibit 5.1 to the Registration Statement. Additionally, I hereby consent to the
reference to me under the caption "Legal Matters" in the Registration Statement.
In giving such consent, I do not thereby concede that I am within the category
of persons whose consent is required under Section 7 of the Securities Act or
the rules and regulations of the Commission promulgated thereunder.

                                Very truly yours,

                                /s/ Raymond G. Smerge

                                Raymond G. Smerge
                                Executive Vice President,
                                Chief Legal Officer and Secretary


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