EXHIBIT 5.1

Trinity Industries, Inc.
2525 Stemmons Freeway
Dallas, Texas 75207

July 22, 2002

Re:      Trinity Industries, Inc. Shelf Registration Statement, filed on Form
         S-3, of Common Stock, Preferred Stock, Depositary Shares, Warrants, and
         Debt Securities with an aggregate offering price not to exceed
         $150,000,000.

Ladies and Gentlemen:

         We have acted as counsel to Trinity Industries, Inc., a Delaware
corporation (the "Company"), with respect to certain legal matters in connection
with the registration by the Company, under the Securities Act of 1933, as
amended (the "Securities Act"), of the offer and sale by the Company from time
to time, pursuant to Rule 415 under the Securities Act, of (i) unsecured debt
securities of the Company, which may be either senior or subordinated and may be
issued in one or more series, consisting of notes, debentures or other evidences
of indebtedness (the "Debt Securities"), (ii) shares of common stock, $1.00 par
value, of the Company (the "Common Stock"), together with preferred stock
purchase rights (the "Rights"), which, prior to the occurrence of certain
events, will not be exercisable or evidenced separately from the Common Stock,
(iii) shares of preferred stock of the Company (the "Preferred Stock"); (iv)
depositary shares, representing a fractional share of the Preferred Stock (the
"Depositary Shares"); and (v) warrants for the purchase of Common Stock or Debt
Securities (the "Warrants," and together with the Debt Securities, the Common
Stock, the Preferred Stock and the Depositary Shares, the "Securities").

         The aggregate public offering price of the Securities to be offered and
sold by the Company, pursuant to a registration statement on Form S-3 (the
"Registration Statement"), to which this opinion is an exhibit, will not exceed
$150,000,000. The Securities will be offered in amounts, at prices, and on terms
to be determined in light of market conditions at the time of sale and to be set
forth in supplements to the prospectus (each a "Prospectus Supplement")
contained in the Registration Statement.

         We have examined originals or copies, certified or otherwise identified
to our satisfaction, of (i) the Certificate of Incorporation and Bylaws of the
Company, each as amended and/or restated as of the date hereof; (ii) the
Registration Statement; (iii) the forms of senior debt indenture and
subordinated debt indenture (the "Indentures") filed as exhibits to the
Registration Statement; and (iv) such other certificates, statutes, instruments
and documents as we considered appropriate for purposes of the opinions
hereafter expressed.





Trinity Industries, Inc.
July 22, 2002
Page 2


         As to various questions of fact material to the opinions expressed
below, we have, without independent third party verification of their accuracy,
relied in part, and to the extent we deem reasonably necessary or appropriate,
upon the representations and warranties of the Company contained in such
documents, records, certificates, instruments or representations furnished or
made available to us by the Company.

         In connection with this opinion, we have assumed that (i) the
Registration Statement and any amendments thereto (including post-effective
amendments) and any and all Prospectus Supplement(s) will have become effective;
(ii) a Prospectus Supplement(s) will have been prepared and filed with the
Securities and Exchange Commission (the "Commission") properly describing the
Securities offered thereby; (iii) all Securities will be issued and sold in
compliance with applicable federal and state securities laws and in the manner
stated in the Registration Statement and the applicable Prospectus Supplement;
(iv) at the time of any offering or sale of any shares of Common Stock, that the
Company shall have such number of shares of Common Stock, as set forth in such
offering or sale, authorized or created and available for issuance; and (v) a
definitive purchase, underwriting or similar agreement with respect to any
Securities offered will have been duly authorized and validly executed and
delivered by the Company and the other parties thereto.

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

         1. When (a) the Debt Securities have been duly established by the
applicable Indentures (including, without limitation, the adoption by the Board
of Directors (or a committee thereof) of the Company of a resolution duly
authorizing the issuance and delivery of the Debt Securities) duly authenticated
by the trustee and duly executed and delivered on behalf of the Company against
payment therefor in accordance with the terms and provisions of the applicable
Indenture and as contemplated by the Registration Statement and the related
Prospectus Supplement(s); (b) the applicable Indenture relating either to senior
Debt Securities or subordinated Debt Securities has been duly qualified under
the Trust Indenture Act of 1939, as amended; (c) the Trustee under the senior
debt Indenture or the subordinated debt Indenture, as applicable, is qualified
to act as Trustee under such senior debt Indenture or subordinated debt
Indenture, as applicable; (d) any shares of Common Stock and/or Preferred Stock
issuable upon the conversion of such Debt Securities, if applicable, have been
duly and validly authorized for issuance; and (e) such Debt Securities have been
duly executed and authenticated in accordance with the applicable Indenture and
issued and sold as contemplated in the Registration Statement and the related
Prospectus Supplement(s), such Debt Securities will constitute valid and legally
binding obligations of the Company, enforceable against the Company in
accordance with their terms.





Trinity Industries, Inc.
July 22, 2002
Page 3


         2. When (a) the Warrants have been duly executed an delivered
(including, without limitation, the adoption by the Board of Directors (or a
committee thereof) of the Company of a resolution duly authorizing the issuance
and delivery of the Warrants), and issued and sold in the form and in the manner
contemplated in the Registration Statement and the related Prospectus
Supplement(s); (b) any shares of Common Stock and/or Preferred Stock issuable
upon the conversion of such Warrants, if applicable, have been duly and validly
authorized for issuance; (c) the terms of the Warrants as executed and delivered
are as described in the Registration Statement and the related Prospectus
Supplement(s), and (d) the Warrants have been duly executed and authenticated in
accordance with the applicable warrant agreement and issued and sold as
contemplated in the Registration Statement and the related Prospectus
Supplement(s), the Warrants will constitute valid and legally binding
obligations of the Company, enforceable against the Company in accordance with
their terms.

         3. When (a) the Depositary Shares have been duly executed an delivered
(including, without limitation, the adoption by the Board of Directors (or a
committee thereof) of the Company of a resolution duly authorizing the issuance
and delivery of the Depositary Shares and any related matters, including the
adoption of a Certificate relating to the Preferred Stock underlying such
Depositary Shares and the filing of the Certificate with the Secretary of State
of the State of Delaware), and issued and sold in the form and in the manner
contemplated in the Registration Statement and the related Prospectus
Supplement(s); (b) the deposit agreement or agreements relating to the
Depositary Shares and the related depositary receipts have been duly authorized
and validly executed and delivered by the Company and the depositary appointed
by the Company; (c) the shares of Preferred Stock underlying such Depositary
Shares have been deposited with a bank or trust company (which meets the
requirements for the depositary set forth in the Registration Statement and the
related Prospectus Supplement(s)) under the applicable deposit agreement; and
(d) the depositary receipts representing the Depositary Shares have been duly
executed, countersigned, registered and delivered in accordance with the
appropriate deposit agreement and issued and sold as contemplated in the
Registration Statement and the related Prospectus Supplement(s), the Depositary
Shares will be validly issued;

         4. When a series of Preferred Stock has been duly established in
accordance with the terms of the Certificate of Incorporation, as amended, and
applicable law, and upon adoption by the Board of Directors of the Company of a
resolution in form and content as required by applicable law and upon issuance
and delivery of and payment for such shares in the manner contemplated by the
Registration Statement and the related Prospectus Supplement(s) and by such
resolution, such shares of such series of Preferred Stock (including any
Preferred Stock duly issued upon the exchange or conversion of Debt





Trinity Industries, Inc.
July 22, 2002
Page 4


Securities that are exchangeable or convertible into Preferred Stock) will be
validly issued, fully paid and nonassessable.

         5. Upon adoption by the Board of Directors of the Company of a
resolution in form and content as required by applicable law and upon issuance
and delivery of and payment for such shares in the manner contemplated by the
Registration Statement and the related Prospectus Supplement(s) and by such
resolution, such shares of Common Stock (including any Common Stock duly issued
(i) upon the exchange or conversion of any shares of Preferred Stock that are
exchangeable or convertible into Common Stock or (ii) upon the exercise of any
Warrants exercisable for Common Stock or (iii) upon the exchange or conversion
of Debt Securities that are exchangeable or convertible into Common Stock) will
be validly issued, fully paid and nonassessable.

The opinions set forth above are subject to the following qualifications and
exceptions:

         (a) The above opinions are subject to (i) the effect of any applicable
bankruptcy, insolvency, reorganization, moratorium or other similar law of
general application affecting creditors' rights, (ii) provisions of applicable
law pertaining to the voidability of preferential or fraudulent transfers and
conveyances and (iii) the fact that the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to equitable
defenses and to the discretion of the court before which any proceeding therefor
may be brought.

         (b) The above opinions are subject to the effect of general principles
of equity, including (without limitation) concepts of materiality,
reasonableness, good faith and fair dealing, and other similar doctrines
affecting the enforceability of agreements generally (regardless of whether
considered in a proceeding in equity or at law).

         (c) In rendering the opinions set forth above, we have assumed that, at
the time of the authentication and delivery of a series of Securities, the
resolutions of the Board of Directors referred to above will not have been
modified or rescinded, there will not have occurred any change in the law
affecting the authorization, execution, delivery, validity or enforceability of
the Securities, the Registration Statement will have been declared effective by
the Commission and will continue to be effective, none of the particular terms
of a series of Securities will violate any applicable law and neither the
issuance and sale thereof nor the compliance by the Company with the terms
thereof will result in a violation of any agreement or instrument then binding
upon the Company or any order of any court or governmental body having
jurisdiction over the Company.





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July 22, 2002
Page 5

         (d) As of the date of this opinion, a judgment for money in an action
based on a Debt Security denominated in a foreign currency or currency unit in a
federal or State court in the United States ordinarily would be enforced in the
United States only in United States dollars. The date used to determine the rate
of conversion into United States dollars of the currency in which a particular
Debt Security is denominated will depend upon various factors, including which
court renders the judgment.

           The opinions expressed herein are limited to the federal laws of the
United States of America, and, to the extent relevant to the opinions expressed
herein, (i) the General Corporation Law of the State of Delaware (the "DGCL")
and applicable provisions of the Delaware Constitution, in each case as
currently in effect, and judicial decisions reported as of the date hereof and
interpreting the DGCL and such provisions of the Delaware Constitution; (ii) the
laws of the State of New York; and (iii) the laws of the State of Texas.

           We hereby consent to the filing of this opinion as an Exhibit 5 to
the Registration Statement and to the use of our name under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement. In
giving this consent, we do not admit that we are within the category of persons
whose consent is required under Section 7 of the Securities Act and the rules
and regulations thereunder.


                                        Very truly yours,

                                        /s/ HAYNES AND BOONE, LLP

                                        HAYNES AND BOONE, LLP