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                                                                     EXHIBIT 5.1

                   [Letterhead of Munger, Tolles & Olson LLP]


                                 April 23, 2001



Countrywide Credit Industries, Inc.
Countrywide Home Loans, Inc.
4500 Park Granada
Calabasas, CA  91302

Ladies and Gentlemen:

       We have acted as counsel to Countrywide Credit Industries, Inc., a
Delaware corporation ("CCI"), and Countrywide Home Loans, Inc., a New York
corporation ("CHL"), in connection with the filing of a Registration Statement
on Form S-3 (the "Registration Statement"), with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, for the registration of
(a) up to $675,000,000 aggregate principal amount at maturity of Liquid Yield
Option(TM) Notes due 2031 (Zero Coupon--Senior) (each, a "Debt Security") issued
by CCI on February 8, 2001 and guaranteed by CHL (the "Guarantee") and (b) CCI's
common stock, $0.05 par value per share, issuable upon conversion of the Debt
Securities (the "Conversion Shares"). The Debt Securities, Guarantee and
Conversion Shares are each referred to generally as a "Security" and
collectively referred to herein as the "Securities". The Debt Securities may,
under certain circumstances, be convertible or exchangeable for Conversion
Shares or other securities or rights. The Debt Securities will be issued under
the Indenture, dated as of February 8, 2001 (the "Indenture"), among CCI, CHL
and The Bank of New York, as trustee (the "Trustee"). CCI issued the Debt
Securities pursuant to that certain Purchase Agreement, dated as of February 2,
2001, by and between the Company and Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated. The Debt Securities and the Conversion Shares are
to be offered and sold by certain securityholders of CCI.

       We have examined originals or copies, certified or otherwise identified
to our satisfaction, of such documents, corporate records, certificates of
public officials and such other persons and other instruments as we have deemed
necessary or advisable for purposes of this opinion.

       Based upon the foregoing, we are of the opinion that:

       1. The Debt Securities have been duly authorized and constitute the
legal, valid, and binding obligations of CCI, enforceable against CCI in
accordance with their terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equitable principles.


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       2. The Conversion Shares have been duly authorized and reserved and, when
delivered upon conversion of the Debt Securities, will be validly issued, fully
paid, and non-assessable.

       3. The Guarantee constitutes the valid and binding obligation of CHL,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors' rights and to general equitable principles.

       4. Based, in part, on CCI's representations to the effect that, as of the
issue date of the Debt Securities, the contingent interest payments were subject
to contingencies that were not remote or incidental within the meaning of
applicable regulations promulgated under the Internal Revenue Code of 1986, as
amended, the statements in the prospectus that forms a part of the Registration
Statement under the caption "Certain United States Federal Income Tax
Consequences", insofar as such statements constitute a summary of legal matters
referred to therein, fairly present the information disclosed therein in all
material respects.

       In connection with the opinions expressed above, we have assumed that (a)
the Board of Directors has duly established the terms of the Securities, duly
authorized the issuance and sale of such Securities and duly reserved for
issuance such Securities in accordance with Delaware law in the case of CCI and
in accordance with New York law in the case of CHL, and such authorization has
not been modified or rescinded; (b) the Registration Statement shall have been
declared effective and such effectiveness shall not have been terminated or
rescinded; (c) the Indenture has been duly authorized, executed and delivered by
CCI, CHL and the Trustee, in each case in accordance with applicable law, and
has been qualified under the Trust Indenture Act of 1939, as amended; (d) the
Indenture has been duly authorized, executed and delivered by the Trustee and
constitutes the legal, valid and binding obligation of the Trustee, enforceable
against the Trustee in accordance with its terms; (e) the Guarantee has been
duly authorized, executed and delivered by CHL in accordance with applicable
law; and (f) there has not occurred any change in law affecting the validity or
enforceability of the Securities. We have also assumed that none of the terms of
any Security to be established subsequent to the date hereof, nor the issuance
and delivery of such Security, nor the compliance by CCI or CHL, as the case may
be, with the terms of any such Security will violate any applicable law or will
result in a violation of any provision of any instrument or agreement then
binding upon CCI or CHL, as the case may be, or any restriction imposed by any
court or governmental body having jurisdiction over CCI or CHL, as the case may
be.

       We are members of the Bar of the State of California and the foregoing
opinion is limited to the laws of the State of California, the General
Corporation Law of the State of Delaware and the federal laws of the United
States of America. With respect to the Indenture, the Debt Securities and the
Guarantee which are stated to be governed by the laws of the State of New York,
we have assumed with your consent and without verification that such laws are
the same as the laws of the State of California with respect to the legal, valid
and binding nature of the Indenture, the Debt Securities and the Guarantee.

       With respect to the opinion set forth in numbered paragraph (3) above, we
call your attention to California Civil Code Sections 2787 through 2855 and
related California case law,


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which limit in certain circumstances the enforceability of guarantees under the
law of the State of California. Without rendering any opinion on the question,
we have no reason to believe that the law of the State of California would
govern the interpretation of the Guarantee. For the purpose of rendering the
opinions set forth above, we have, with your consent, ignored California Civil
Code Sections 2787 through 2855 and any case law related thereto and assumed
that such California Civil Code sections and case law have no applicability to
the Guarantee.

       The opinions expressed herein are given as of the date hereof, and we
undertake no obligation to supplement this letter if any applicable laws change
after the date hereof or if we become aware of any facts that might change the
opinions expressed herein after the date hereof or for any other reason. This
opinion is provided to you as a legal opinion only and not as a guaranty or
warranty of the matters discussed herein.

       We hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to our name in the Registration
Statement and the related Prospectus. In giving such consent, we do not thereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act of 1933.


                                        Very truly yours,

                                        /s/ MUNGER, TOLLES & OLSON LLP


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