HAYNES AND BOONE, LLP

                                  EXHIBIT 5.1
                                  -----------


December __, 2001


CellStar Corporation
1730 Briercroft Court
Carrollton, Texas 75006

Re:  CellStar Corporation Registration Statement on Form S-4 for the Issuance
     and Exchange of up to $60,142,220 of 12% Senior Subordinated Notes due
     February 2007 ("Senior Notes"), and up to $60,142,220 of 5% Senior
     Subordinated Convertible Notes due November 2002 ("Senior Convertible
     Notes"), and up to 60,142,221 Shares of Common Stock ("Shares") Issuable
     upon Conversion of the Senior Convertible Notes

Ladies and Gentlemen:

We have acted as counsel to CellStar Corporation, a Delaware corporation (the
"Company"), in connection with the registration for exchange of the Senior
Notes, the Senior Convertible Notes, and the Shares, as described in the
Company's Registration Statement on Form S-4 ("Registration Statement") to which
this opinion is attached as Exhibit 5.1.

This opinion is being furnished in accordance with the requirements of Item
21(a) of Form S-4 and Item 601(b)(5)(i) of Regulation S-K.

In connection with the proposed Exchange Offer, we have reviewed the Company's
charter documents, the corporate proceedings taken by the Company in connection
with the issuance and exchange of the Senior Notes, the Senior Convertible
Notes, and the Shares.  We have also reviewed the Registration Statement, as
amended, and such other documents, records and matters of law as we have deemed
necessary for purposes of this opinion.

Based upon the foregoing and upon the representations made to us by the officers
of the Company, and assuming that the Company has obtained stockholder approval
of the Exchange Offer as set forth in its proxy statement relating to the
foregoing transactions, we are of the opinion that:

1.  The issuance of the Senior Notes and the Senior Convertible Notes
    (collectively, the "Exchange Notes") to the holders of the Existing
    Subordinated Notes pursuant to the Exchange Offer and the Senior Notes
    Indenture and the Senior Convertible Notes Indenture (collectively, the
    "Exchange Notes Indentures") have been duly authorized by all necessary
    corporate action on the part of the Company.


CellStar Corporation
December __, 2001
Page 2


2.  When the Registration Statement is declared effective by order of the
    Securities and Exchange Commission and the Exchange Notes are duly issued,
    executed, authenticated, and delivered in exchange for the Existing
    Subordinated Notes, all in accordance with the Exchange Offer, the Exchange
    Notes Indentures, and the Registration Statement, the Exchange Notes will be
    validly issued and will constitute binding obligations of the Company,
    entitled to the benefits of the Exchange Notes Indentures.

3.  The issuance of the Shares upon conversion of the Senior Convertible Notes
    has been duly authorized by all necessary corporate action of the Company.

4.  When the Shares are issued upon the conversion of the Senior Convertible
    Notes, as described in the Senior Convertible Notes Indenture and the
    Registration Statement, the Shares will be validly issued, fully paid, and
    non-assessable shares of common stock of the Company.

Our opinion that any document is legal, valid, and binding is limited by (i)
applicable bankruptcy, insolvency, reorganization, moratorium and similar laws
affecting creditors' rights and remedies generally, and (ii) general principles
of equity, regardless of whether such enforceability is considered in a
proceeding at equity or in law.

This opinion is limited to the Federal laws of the United States and the
Delaware General Corporation Law.

This firm consents to the filing of this opinion as an exhibit to the
Registration Statement and to the references to the firm under the caption
"Legal Matters" in the Prospectus which is part of the Registration Statement.
In giving such consent, we do not thereby admit that we are included within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933 and the rules and regulations promulgated thereunder.

In rendering the foregoing opinion, we have relied, as to certain factual
matters, without any independent investigation, inquiry or verification, upon
statements of representatives of the Company.

In connection with the proposed Exchange Offer, our opinion is expressly limited
to the matters set forth above, and we render no opinion, whether by implication
or otherwise, as to any other matters relating to the Company, the Exchange
Notes, or the Shares.


Very truly yours,



HAYNES AND BOONE, LLP