1
                                                                     EXHIBIT 5.1

                                 _________, 2001


Financial Industries Corporation
6500 River Place Blvd., Building One
Austin, Texas  78730

Ladies and Gentlemen:

         I have acted as Special Counsel to Financial Industries Corporation, a
Texas corporation (the "Company"), in connection with the preparation and filing
of the Registration Statement of the Company on Form S-4 (the "Registration
Statement") relating to the registration under the Securities Act of 1933, as
amended (the "Securities Act"), of shares of common stock, par value $0.20 per
share (the "Common Stock"), of the Company to be issued (the "Share Issuance")
to shareholders of Intercontinental Life Corporation, a Texas corporation
("ILCO"), pursuant to the terms of the Agreement and Plan of Merger, dated as of
January 17, 2001 (the "Merger Agreement"), by and among the Company, ILCO
Acquisition Company, a Texas corporation and a wholly-owned subsidiary of the
Company ("Merger Sub"), and ILCO, pursuant to which Merger Sub will merge (the
"Merger") with and into ILCO, with ILCO surviving the Merger as a wholly-owned
subsidiary of the Company.

         In so acting, I have examined originals or copies, certified or
otherwise identified to my satisfaction, of the Registration Statement,
including the joint proxy statement and prospectus contained therein (the "Proxy
Statement"), the Merger Agreement and such corporate records, agreements,
documents and other instruments, and such certificates or comparable documents
of public officials and of officers and representatives of the Company, and have
made such inquiries of such officers and representatives, as I have deemed
relevant and necessary as a basis for the opinion hereinafter set forth.

         In such examination, I have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to me as originals, the conformity to original documents of all
documents submitted to me as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. As to all questions of
fact material to this opinion that have not been independently established, I
have relied upon certificates or comparable documents of officers and
representatives of the Company and upon the representations and warranties of
the Company contained in the Merger Agreement.

         Based on the foregoing, and subject to the qualifications stated
herein, I am of the opinion that, subject to the approval of (i) the Share
Issuance and (ii) the amendment to the Company's articles of incorporation to
increase the number of authorized shares of the Company's Common Stock from
10,000,000 to 25,000,000, by the Company's shareholders at the Special Meeting
of Shareholders of the Company scheduled to be held on ___________, 2001, the
shares of Common Stock to be issued pursuant to the Merger Agreement and
registered pursuant to the Registration Statement have been duly authorized and,
when issued as contemplated by the Merger Agreement, will be validly issued,
fully paid and nonassessable.

         The opinion expressed herein is limited to the corporate laws of the
State of Texas, and I express no opinion as to the effect on the matters covered
by this letter of the laws of any other jurisdiction.

         I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under the heading "LEGAL
MATTERS" in the Proxy Statement, without admitting that I am an "expert" under
the Securities Act or the rules and regulations promulgated thereunder with
respect to any part of the Registration Statement.

                                                Very truly yours,


                                                Sheryl Kinlaw
                                                Special Counsel to the Company