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                                   EXHIBIT 5.1

     OPINION OF STRADLING YOCCA CARLSON & RAUTH, A PROFESSIONAL CORPORATION


                                August 28, 2001


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

        RE: REGISTRATION STATEMENT ON FORM S-8


Ladies and Gentlemen:

        At your request, we have examined the form of Registration Statement on
Form S-8 (the "Registration Statement") being filed by Fidelity National
Financial, Inc., a Delaware corporation (the "Company"), with the Securities and
Exchange Commission in connection with the registration under the Securities Act
of 1933, as amended, of (i) an aggregate of 4,180,000 shares of the Company's
common stock , $.0001 par value ("Common Stock"), issuable under the Company's
2001 Stock Incentive Plan (the "2001 Plan"); (ii) an aggregate of 2,200,000
shares of the Common Stock issuable under the Company's 1998 Stock Incentive
Plan, as amended (the "1998 Plan"); and (iii) 2,200,000 shares of Common Stock
issuable under the Company's 1987 Employee Stock Purchase Plan (the "1987
Plan"). We have examined the proceedings heretofore taken and are familiar with
the additional proceedings proposed to be taken by the Company in connection
with the authorization, issuance and sale of the securities referred to above.
Based on the foregoing, it is our opinion that the 4,180,000, 2,200,000 and
2,200,000 shares of Common Stock, when issued under the 2001 Plan, 1998 Plan,
and 1987 Plan, respectively, and against full payment therefor in accordance
with the terms and conditions of the 2001 Plan, 1998 Plan, and 1987 Plan will be
legally and validly issued, fully paid and nonassessable. We consent to the use
of this opinion as an exhibit to the Registration Statement.


                                            Very truly yours,

                                            STRADLING YOCCA CARLSON & RAUTH