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                                                                     EXHIBIT 5.1


                  [STRADLING YOCCA CARLSON & RAUTH LETTERHEAD]


                                 April 19, 2001



Fidelity National Financial, Inc.
17911 Von Karman Avenue, Suite 300
Irvine, California  92614


         Re:      Registration Statement on Form S-3

Ladies and Gentlemen:

         We have acted as counsel to Fidelity National Financial, Inc., a
Delaware corporation ("Fidelity"), in connection with the preparation of the
Registration Statement on Form S-3 (File No. 333-57904) filed by Fidelity with
the Securities and Exchange Commission (the "Commission") on March 30, 2001
under the Securities Act of 1933, as amended (the "Securities Act") and as
amended by Amendment No. 1 to such Registration Statement filed with the
Commission on April 19, 2001 (as amended, the "Registration Statement"). The
Registration Statement relates to the issuance and sale from time to time,
pursuant to Rule 415 of the General Rules and Regulations of the Commission
promulgated under the Securities Act, of the following securities of Fidelity
with an aggregate initial public offering price of up to $500,000,000: (i) debt
securities, in one or more series (the "Debt Securities"), which may be issued
under an Indenture (the "Indenture") entered into or proposed to be entered into
between Fidelity and a trustee (the "Trustee") that has been or will be
appointed prior to the issuance of Debt Securities; (ii) shares of Fidelity
preferred stock, par value $.0001 per share (the "Preferred Stock"), in one or
more series, which may also be issued in the form of depositary shares (the
"Depositary Shares") evidenced by depositary receipts (the "Receipts"); and
(iii) shares of Fidelity common stock, par value $.0001 per share (the "Common
Stock" and, collectively with the Debt Securities, the Preferred Stock, the
Depositary Shares and the Common Stock, the "Offered Securities").

         This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K promulgated under the Securities Act.

         In connection with the preparation of this opinion, we have examined
originals or copies, certified or otherwise identified to our satisfaction, of
such corporate and other records and documents as we considered appropriate
including, without limitation:

         (i) the Registration Statement;

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         (ii) the Indenture or form thereof incorporated by reference as an
exhibit to the Registration Statement;

         (iii) the form of deposit agreement (the "Deposit Agreement")
incorporated by reference as an exhibit to the Registration Statement that may
be entered into among Fidelity, a depositary to be appointed by Fidelity (the
"Depositary") and the holders from time to time of Receipts issued thereunder in
connection with any offering of Depositary Shares, including the form of Receipt
evidencing the Depositary Shares included as Annex A to the Deposit Agreement;

         (iv) a specimen certificate representing the Common Stock;

         (v) the Restated Certificate of Incorporation of Fidelity, as presently
in effect;

         (vi) the Amended Bylaws of Fidelity, as presently in effect; and

         (vii) resolutions of the Board of Directors of Fidelity (the "Board
Resolutions") relating to the preparation and filing of the Registration
Statement.

         In addition, we have examined such other documents and considered such
questions of law as we have deemed necessary or appropriate. As to questions of
fact material to our opinions, we have relied upon certificates of public
officials, certificates of officers or other representatives of Fidelity and
others, and such other certificates or representations as we considered
appropriate.

         We have assumed the authenticity of all documents submitted to us as
originals, the conformity with originals of all documents submitted to us as
copies and the genuineness of all signatures. We have also assumed that, with
respect to all parties to agreements or instruments relevant hereto other than
Fidelity, such parties had or will have the requisite power and authority to
execute and deliver and perform such agreements or instruments, that such
agreements or instruments have been duly authorized by all requisite action,
corporate or other, and executed and delivered by such parties and that such
agreements or instruments are the valid, binding and enforceable obligations of
such parties. As to any facts material to the opinions expressed herein which
were not independently established or verified, we have relied upon oral or
written statements and representations of officers and other representatives of
Fidelity and others.

         Based upon the foregoing, and subject to the assumptions, exceptions,
qualifications and limitations set forth herein, we are of the opinion that:

         1. With respect to any series of Debt Securities (the "Offered Debt
Securities"), when (i) the Board of Directors of Fidelity has taken all
necessary corporate action to authorize the offer, sale and issuance of, and to
fix and determine the terms of, the Offered Debt Securities; (ii) the terms of
the Offered Debt Securities and of their issuance and sale have been duly
established in conformity with the Indenture; (iii) the Indenture has been duly
executed and delivered; and (iv) the Offered Debt Securities have been duly
executed and authenticated in accordance with the terms of the Indenture and
duly delivered to the purchasers thereof upon payment of the agreed-upon
consideration therefor, the issuance and sale of the Offered Debt Securities
will have been duly

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authorized by all necessary corporate action on the part of Fidelity, and the
Offered Debt Securities will constitute valid and binding obligations of
Fidelity enforceable against Fidelity in accordance with their terms, except as
the enforceability thereof may be subject to or limited by (1) bankruptcy,
insolvency, reorganization, arrangement, moratorium or similar laws relating to
creditors' rights generally, and (2) general equitable principles, regardless of
whether the issue of enforceability is considered in a proceeding in equity or
at law.

         2. With respect to the shares of any series of Preferred Stock (the
"Offered Preferred Stock"), when (i) the Board of Directors has taken all
necessary corporate action to authorize the offer, sale and issuance of, and to
fix and determine the terms of, the Offered Preferred Stock, including the
adoption of a Certificate of Designations for such Preferred Stock in the form
required by applicable law; (ii) such Certificate of Designations has been duly
filed with the Secretary of State of the State of Delaware; (iii) certificates
representing the shares of the Offered Preferred Stock have been manually signed
by an authorized officer of Fidelity or of the transfer agent and registrar for
the Preferred Stock and registered by Fidelity or such transfer agent and
registrar, and delivered to the purchasers thereof; and (iv) Fidelity receives
consideration per share of the Offered Preferred Stock (A) in such amount (not
less than the par value per share) as may be determined by the Board of
Directors in the form of cash, services rendered, personal property, real
property, leases of real property, or a combination thereof or (B) in an amount
not less than the amount of consideration determined to be capital, in any of
the above-stated forms, and a binding obligation of the purchaser to pay the
balance of such purchase price, the issuance and sale of the shares of Offered
Preferred Stock will have been duly authorized by all necessary corporate action
on the part of Fidelity, and such shares will be validly issued, fully paid and
nonassessable.

         3. With respect to Depositary Shares representing fractional interests
in any series of Preferred Stock, when (i) the Board of Directors has taken all
necessary corporate action to authorize the offer, sale and issuance of, and to
fix and determine the terms of, the Depositary Shares and the related series of
Preferred Stock, including the adoption of a Certificate of Designations for
such related series of Preferred Stock in the form required by applicable law;
(ii) such Certificate of Designations has been duly filed with the Secretary of
State of the State of Delaware; (iii) the terms of the Depositary Shares and of
their issuance and sale have been duly established in conformity with the
Deposit Agreement; (iv) the Deposit Agreement has been duly executed and
delivered; (v) the related series of Preferred Stock has been duly authorized
and validly issued in accordance with the laws of the State of Delaware and
delivered to the Depositary for deposit in accordance with the Deposit
Agreement; and (vi) the Receipts evidencing the Depositary Shares have been duly
issued against deposit of the related series of Preferred Stock with the
Depositary in accordance with the Deposit Agreement, the issuance and sale of
the Depositary Shares will be validly issued and the Receipts will entitle the
holders thereof to the rights specified therein and in the Deposit Agreement.

         4. With respect to the shares of Common Stock (the "Offered Common
Stock"), when (i) the Board of Directors has taken all necessary corporate
action to authorize the offer, sale and issuance of the Offered Common Stock;
(ii) certificates representing the shares of the Offered Common Stock in the
form of the specimen certificates examined by us have been manually signed by an
authorized officer of the transfer agent and registrar for the Common Stock and
registered by such transfer agent and registrar, and delivered to the purchasers
thereof; and (iii) Fidelity receives

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consideration per share of the Offered Common Stock (A) in such an amount (not
less than the par value per share) as may be determined by the Board of
Directors in the form of cash, services rendered, personal property, real
property, leases of real property, or a combination thereof or (B) in an amount
not less than the amount of consideration determined to be capital, in any of
the above-stated forms, and a binding obligation of the purchaser to pay the
balance of such purchase price, the issuance and sale of the shares of Offered
Common Stock (including any Offered Common Stock duly issued upon exchange or
conversion of any Debt Securities or shares of Preferred Stock that are
exchangeable or convertible into Common Stock) will have been duly authorized by
all necessary corporate action on the part of Fidelity, and such shares will be
validly issued, fully paid and nonassessable.

         The foregoing opinions are subject to the following:

         A. Notwithstanding the foregoing, the opinions expressed above with
respect to the Offered Debt Securities shall be deemed not to address the
application of the Commodity Exchange Act, as amended, or the rules, regulations
or interpretations of the Commodity Futures Trading Commission to Offered Debt
Securities the payment or interest on which will be determined by reference to
one or more currency exchange rates, commodity prices, equity indices or other
factors.

         B. With respect to any Indenture, Deposit Agreement or other agreement
or instrument evidencing or relating to any Offered Securities, we have not
examined the question of what law would govern the interpretation or enforcement
thereof, and our opinions are based on the assumption that the internal laws of
the State of California would govern such agreement or instrument and the
transactions contemplated thereby. We express no opinion regarding the choice of
law provisions of any such agreement or instrument.

         We are members of the Bar of the State of California and, accordingly,
do not purport to be experts on, or to be qualified to express any opinion
herein concerning, nor do we express any opinion concerning, any law other than
the laws of the State of California and the General Corporation Law of the State
of Delaware.

         We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement. We also consent to the reference to
our firm under the caption "Legal Opinions" in the Registration Statement.

                                        Very truly yours,

                                        /s/  STRADLING YOCCA CARLSON & RAUTH