EXHIBIT 5



                               [CENTEX LETTERHEAD]



                                February 25, 2003



Securities and Exchange Commission
450 5th Street, N.W., Judiciary Plaza
Washington, DC 20549


        RE: Centex Corporation: Registration of 500,000 Shares of Common
                      Stock of Centex Corporation under the
                   Centex Corporation Long Term Incentive Plan


Ladies and Gentlemen:


As Executive Vice President, Chief Legal Officer, General Counsel and Secretary
of Centex Corporation (the "Corporation"), I am familiar with the Centex
Corporation Long Term Incentive Plan (the "Plan") and the proposed issuance of
up to 500,000 shares (the "Shares") of Common Stock, $0.25 par value per share,
of the Corporation pursuant to the Plan, which Shares trade in tandem with
beneficial interests in 1,000 shares (the "Holding Shares") of Common Stock of
3333 Holding Corporation and beneficial interests in 900 warrants (the "CDC
Warrants") to purchase Class B units of limited partnership of Centex
Development Company, L.P.

I have also made such further investigations as I have deemed necessary to
express the opinions herein stated.

I am of the opinion that the Shares (and the beneficial interests in the
Holding Shares and the CDC Warrants), which are hereafter issued in accordance
with the terms of the Plan, will be duly and validly issued, fully paid and
non-assessable.

I consent to the use of this opinion as an Exhibit to the Registration
Statement on Form S-8 being filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, with respect to the Shares and the
beneficial interests in the Holding Shares and the CDC Warrants issuable
thereunder, and to any references to me in such Registration Statement.


                                Very truly yours,


                                /s/ RAYMOND G. SMERGE


                                Raymond G. Smerge
                                Executive Vice President, Chief Legal Officer,
                                General Counsel and Secretary