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                                                                     EXHIBIT 5.1


                  [STRADLING YOCCA CARLSON & RAUTH LETTERHEAD]

                                 August 20, 2001

Fidelity National Financial, Inc.
17911 Von Karman Avenue
Irvine, California  93110

        Re:  Public Offering of 7.30% Notes due August 15, 2011

Ladies and Gentlemen:

        We have acted as counsel for Fidelity National Financial, Inc., a
Delaware corporation (the "Company"), in connection with the execution and
delivery by the Company of that certain Underwriting Agreement, dated August 13,
2001 (the "Underwriting Agreement"), by and among the Company and Lehman
Brothers Inc., Banc of America Securities LLC, and Bear Stearns & Co. Inc.
(collectively, the "Underwriters"), pursuant to which the Underwriters severally
agreed to purchase $250,000,000 aggregate principal amount of the Company's
7.30% Notes due August 15, 2011 (the "Notes"). This Opinion is being furnished
in accordance with the requirements of Item 601(b)(5) of Regulation S-K
promulgated under the Securities Act.

        The issuance of the Notes has been registered with the Commission under
the Securities Act pursuant to a Registration Statement filed with the
Commission on March 30, 2001, as amended by Amendment No. 1 thereto filed on
April 19, 2001 (collectively, the "Registration Statement").

        In connection with the preparation of this opinion, we have examined
such documents and considered such questions of law as we have deemed necessary
or appropriate. We have assumed that there are no other documents or agreements
between the Company and the Underwriters which would expand or otherwise modify
the respective rights and obligations of the Company and the Underwriters as set
forth in the Underwriting Agreement and the documents required or contemplated
thereby.

        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 (other than signatures of officers
of the Company). We have also assumed that, with respect to all parties to
agreements or instruments relevant hereto (other than the Company), such parties
had the requisite power and authority to execute, deliver and perform such
agreements or instruments, that such agreements or instruments have been duly
authorized by all requisite action, executed and delivered by such parties, and
that such agreements or instruments are the valid, binding and enforceable
obligations of such parties.

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        As to questions of fact material to our opinions, we have relied upon
the representations of each party made in the Underwriting Agreement and the
other documents and certificates delivered in connection therewith, certificates
of officers of the Company, and certificates and advices of public officials.

        Based upon the foregoing, we are of the opinion that the Notes were
validly issued, fully-paid and non-assessable and are the legal, valid and
binding obligations of the Company enforceable against it in accordance with
their terms, except as the enforceability thereof may be subject to or limited
by (a) bankruptcy, insolvency, reorganization, arrangement, moratorium, or other
similar laws relating to or affecting the rights of creditors and (b) general
equitable principles, regardless of whether the issue of enforceability is
considered in a proceeding in equity or at law.

        We consent to the use of this Opinion as an exhibit to the Registration
Statement.

                                        Very truly yours,

                                        STRADLING YOCCA CARLSON & RAUTH


                                        /s/  Stradling Yocca Carlson & Rauth