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EXHIBIT 5
GIBSON, DUNN & CRUTCHER LLP
LAWYERS
JAMBOREE CENTER
4 PARK PLAZA
IRVINE, CALIFORNIA 92614-8557
(714) 451-3800
December 19, 1996
(714) 451-3800 C 29019-00856
Fluor Corporation
3353 Michelson Drive
Irvine, CA 92698
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We are acting as counsel for Fluor Corporation, a Delaware corporation
(the "Company"), in connection with the registration and issuance of up to
$400,000,000 in aggregate initial offering price of senior debt securities (the
"Debt Securities") to be issued pursuant to an indenture (the "Indenture") to
be entered into between the Company and Bankers Trust Company, as trustee (the
"Trustee").
We have examined the Registration Statement on Form S-3 (the
"Registration Statement") with respect to the Debt Securities and such other
documents, records and matters of law as we have deemed necessary for the
purposes of our opinions. In connection with our examination of such
documents, we have assumed the genuiness of all signatures on, and the
authenticity of, all documents submitted to us as originals and the conformity
to the original documents of all documents submitted to us as copies. With
respect to agreements and instruments executed by natural persons, we have
assumed the legal competency and authority of such persons. As to facts
material to the opinions expressed herein which were not independently
established or verified, we have relied upon oral or written statements and
representations of the Company.
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Fluor Corporation
December 19, 1996
Page 2
Based upon the foregoing, in reliance thereon and subject to the
assumptions and qualifications set forth herein, it is our opinion that:
1. The Indenture has been duly authorized and, when executed and
delivered by the Company and assuming due authorization, execution and delivery
by the Trustee, will be a valid and binding agreement enforceable against the
Company in accordance with its terms.
2. With respect to any series of Debt Securities (the "Offered Debt
Securities"), assuming that (i) the Distribution Agreement to be entered into
between the Company and certain agents (the "Distribution Agreement") has been
duly authorized, executed and delivered by the Company and the other parties
thereto, (ii) the Company's Board of Directors, including any appropriate
committee appointed thereby, and appropriate officers of the Company have taken
all necessary corporate action to approve the issuance and terms of the Offered
Debt Securities and related matters, (iii) the terms of the Offered Debt
Securities and of their issuance and sale have been duly established in
conformity with the Indenture so as not to violate any applicable law, the
Certificate of Incorporation or Bylaws of the Company or result in a default
under or breach of any agreement or instrument binding upon the Company and so
as to comply with any requirement or restriction imposed by any court or
governmental body having jurisdiction over the Company, (iv) the Indenture has
been duly executed and delivered by the Company and the Trustee, and (v) the
Offered Debt Securities have been duly executed and authenticated in accordance
with the provisions of the Indenture and duly delivered to the purchasers
thereof upon payment of the agreed-upon consideration therefor, the Offered
Debt Securities, when issued and sold in accordance with the Indenture and the
Distribution Agreement will be valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms.
Our opinions are limited by (a) the effect of applicable bankruptcy,
reorganization, insolvency, moratorium and other similar laws and court
decisions of general application, including without limitation, statutory or
other laws regarding fraudulent or preferential transfers relating to, limiting
or affecting the enforcement of creditors' rights generally and (b) the effect
of general principles of equity upon the availability of specific performance
and injunctive relief or other equitable remedies and (c) the application of
principles of equity (regardless of whether enforcement is considered in
proceedings at law or in equity) as such principles relate to, limit or affect
the enforcement of creditors' rights generally. We express no opinion as to
the legality, validity, binding effect or enforceability of any provision in
any agreement regarding rights of indemnification or contribution, which may be
limited by federal or state securities law.
Our opinions do not address or include (a) state securities or blue
sky laws or regulations of the various jurisdictions in which the Debt
Securities are to be offered, or (b) the accuracy, completeness, fairness or
adequacy of the disclosure contained in the Registration Statement under the
securities or other laws and regulations of the United States or any state or
other jurisdiction.
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Fluor Corporation
December 19, 1996
Page 3
We express no opinion as to matters involving the laws of any
jurisdiction other than the States of California and Delaware and the United
States of America. We are not admitted to practice law in the State of
Delaware, but we are generally familiar with the Delaware General Corporation
Law as presently in effect and have made such inquiries as we considered
necessary to render our opinion. The opinions set forth in this letter are
limited to the present laws of the State of California, the present federal
laws of the United States, and, to the limited extent set forth above, the
present laws of the State of Delaware. No opinion is expressed by us as to
matters of conflict or choice of law. We undertake no obligation to advise you
as a result of developments occurring after the date hereof or as a result of
facts or circumstances brought to our attention after the date hereof.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and we further consent to the use of our name under the
caption "Legal Matters" in the Registration Statement and in the Prospectuses
which form a part thereof. In giving this consent, we do not thereby admit
that we are within the category of persons whose consent is required under
Section 7 of the Securities Act or the Rules and Regulations of the Commission.
Very truly yours,
/s/ Gibson, Dunn & Crutcher
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GIBSON, DUNN & CRUTCHER LLP
EMG/JMW/GCT