EXHIBIT 5




October 23, 2002



Securities and Exchange Commission
450 5th Street, N.W., Judiciary Plaza
Washington, DC 20549

         RE:      Centex Corporation: Registration of an Additional 1,500,000
                  Shares of Common Stock of Centex Corporation under the Fifth
                  Amended and Restated 1998 Centex Corporation Employee
                  Non-Qualified Stock Option Plan

Ladies and Gentlemen:

         As Executive Vice President, Chief Legal Officer, General Counsel and
Secretary of Centex Corporation (the "Corporation"), I am familiar with the
Fifth Amended and Restated 1998 Centex Corporation Employee Non-Qualified Stock
Option Plan (the "Plan") and the proposed offer and sale of an additional
1,500,000 shares (the "Shares") of Common Stock, $0.25 par value per share, of
the Corporation pursuant to the Plan, which Shares trade in tandem with
beneficial interests in 1,000 shares (the "Holding Shares") of Common Stock of
3333 Holding Corporation and beneficial interests in 900 warrants (the "CDC
Warrants") to purchase Class B units of limited partnership of Centex
Development Company, L.P.

         I have also made such further investigations as I have deemed necessary
to express the opinions herein stated.

         I am of the opinion that the Shares (and the beneficial interests in
the Holding Shares and the CDC Warrants) which are hereafter issued upon
exercise of options duly granted under and in accordance with the terms of the
Plan will, upon the payment of the consideration therefor required by the terms
of the Plan, be duly and validly issued, fully paid and non- assessable.

         I consent to the use of this opinion as an Exhibit to the Registration
Statement on Form S-8 being filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, with respect to the Shares and the
beneficial interests in the Holding Shares and the CDC Warrants issuable
thereunder, and to any references to me in such Registration Statement.


                                Very truly yours,

                                 /s/ RAYMOND G. SMERGE

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