EXHIBIT 5




                                 August 6, 2003



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

         RE:      Centex Corporation: Registration of 1,000,000 Shares of Common
                  Stock of Centex Corporation under the Amended and Restated
                  Profit Sharing and Retirement Plan of Centex Corporation

Ladies and Gentlemen:

As Executive Vice President, Chief Legal Officer and Secretary of Centex
Corporation (the "Corporation"), I am familiar with the Amended and Restated
Profit Sharing and Retirement Plan of Centex Corporation (the "Plan") and the
proposed issuance of up to 1,000,000 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 in accordance with the
terms of the Plan, will 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,
                                  and Secretary