EXHIBIT 5.1

                [Letterhead of Morris, Nichols, Arsht & Tunnell]


                               December 5, 2001






Fleetwood Capital Trust II
c/o Fleetwood Enterprises, Inc.
3125 Myers Street
Riverside, California  92503

         Re:      FLEETWOOD CAPITAL TRUST II

Ladies and Gentlemen:

         We have acted as special Delaware counsel to Fleetwood Capital Trust
II, a Delaware statutory business trust (the "Trust"), and Fleetwood
Enterprises, Inc., a Delaware corporation ("Fleetwood"), in connection with
certain matters relating to (i) the formation of the Trust and (ii) the proposed
issuance by the Trust of Preferred Securities to beneficial owners pursuant to
and as described in the Registration Statement (and the Prospectus forming a
part thereof) on Forms S-3 and S-4 filed with the Securities and Exchange
Commission on August 3, 2001, as amended by Amendments Nos. 1 and 2 thereto
(as amended, the "Registration Statement") relating to the Preferred Securities.
Capitalized terms used herein and not otherwise herein defined are used as
defined in the Amended and Restated Declaration of Trust of the Trust in the
form attached as an exhibit to the Registration Statement (the "Governing
Instrument").

         In rendering this opinion, we have examined and relied upon copies of
the following documents in the forms provided to us: the Certificate of Trust of
the Trust as filed in the Office of the Secretary of State of the State of
Delaware (the "State Office") on June 7, 2001 (the "Certificate of Trust"); a
Declaration of Trust of the Trust dated as of June 7, 2001 (the "Original
Governing Instrument"); the Governing Instrument; the Indenture to be entered
into between Fleetwood and The Bank of New York, as Trustee; the Preferred
Securities Guarantee Agreement to be entered into between Fleetwood and The Bank
of New York, as Trustee; the form of Dealer Manager Agreement relating to the
Preferred Securities among Fleetwood, the Trust and Bank of America Securities
LLC (the "Dealer Manager Agreement"); the Registration Statement; and a
certification of good standing of the Trust obtained as of a recent date from
the State Office. In such examinations, we have assumed the genuineness of all
signatures, the conformity to original documents of all documents submitted to
us as drafts or copies or forms of


Fleetwood Capital Trust II
December 5, 2001
Page 2

documents to be executed and the legal capacity of natural persons to complete
the execution of documents. We have further assumed for purposes of this
opinion: (i) the due formation or organization, valid existence and good
standing of each entity (other than the Trust) that is a party to any of the
documents reviewed by us under the laws of the jurisdiction of its respective
formation or organization; (ii) the due authorization, execution and delivery
by, or on behalf of, each of the parties thereto of the above-referenced
documents (including, without limitation, the due authorization, execution and
delivery of the Governing Instrument and the Dealer Manager Agreement prior to
the first issuance of Preferred Securities); (iii) that no event has occurred
subsequent to the filing of the Certificate of Trust, or will occur prior to the
first issuance of Preferred Securities, that would cause a dissolution or
liquidation of the Trust under the Original Governing Instrument or the
Governing Instrument, as applicable; (iv) that the activities of the Trust have
been and will be conducted in accordance with the Original Governing Instrument
or the Governing Instrument, as applicable, and the Delaware Business Trust Act,
12 DEL. C. ss.ss. 3801 ET SEQ. (the "Delaware Act"); (v) that payment of the
required consideration for the Preferred Securities has, or prior to the first
issuance of Preferred Securities will have, been made in accordance with the
terms and conditions of the Governing Instrument, the Registration Statement and
the Dealer Manager Agreement and that the Preferred Securities are otherwise
issued and sold to the Preferred Security Holders in accordance with the terms,
conditions, requirements and procedures set forth in the Governing Instrument,
the Registration Statement and the Dealer Manager Agreement; and (vi) that the
documents examined by us are in full force and effect, express the entire
understanding of the parties thereto with respect to the subject matter thereof
and have not been amended, supplemented or otherwise modified, except as herein
referenced. We have not reviewed any documents other than those identified above
in connection with this opinion, and we have assumed that there are no other
documents that are contrary to or inconsistent with the opinions expressed
herein. Further, we express no opinion with respect to, and assume no
responsibility for the contents of, the Registration Statement or any other
offering material relating to the Preferred Securities. No opinion is expressed
herein with respect to the requirements of, or compliance with, federal or state
securities or blue sky laws. As to any fact material to our opinion, other than
those assumed, we have relied without independent investigation on the
above-referenced documents and on the accuracy, as of the date hereof, of the
matters therein contained.

         Based on and subject to the foregoing, and limited in all respects to
matters of Delaware law, it is our opinion that:

         1. The Trust is a duly formed and validly existing business trust in
good standing under the laws of the State of Delaware.

         2. Upon issuance, the Preferred Securities will constitute validly
issued and, subject to the qualifications set forth in paragraph 3 below, fully
paid and nonassessable beneficial interests in the assets of the Trust.


Fleetwood Capital Trust II
December 5, 2001
Page 3

         3. Under the Delaware Act and the terms of the Governing Instrument,
each Preferred Security Holder of the Trust, in such capacity, will be entitled
to the same limitation of personal liability as that extended to stockholders of
private corporations for profit organized under the General Corporation Law of
the State of Delaware; provided, however, we express no opinion with respect to
the liability of any Preferred Security Holder who is, was or may become a named
Trustee of the Trust. Notwithstanding the foregoing, we note that, pursuant to
the Governing Instrument, Preferred Security Holders may be obligated to make
payments or provide indemnity or security under the circumstances set forth
therein.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name and reference to our opinion
under the heading "LEGAL MATTERS" in the Prospectus forming a part thereof. In
giving this consent, we do not thereby admit that we come within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended, or the rules and regulations of the Securities and Exchange
Commission thereunder. This opinion speaks only as of the date hereof and is
based on our understandings and assumptions as to present facts, and on our
review of the above-referenced documents and the application of Delaware law as
the same exist as of the date hereof, and we undertake no obligation to update
or supplement this opinion after the date hereof for the benefit of any person
or entity with respect to any facts or circumstances that may hereafter come to
our attention or any changes in facts or law that may hereafter occur or take
effect.

                                       Very truly yours,

                                       MORRIS, NICHOLS, ARSHT & TUNNELL

                                       /s/ Jonathan I. Lessner

                                       Jonathan I. Lessner