1
EXHIBIT 5
GIBSON, DUNN & CRUTCHER LLP
LAWYERS
JAMBOREE CENTER
4 PARK PLAZA
IRVINE, CALIFORNIA 92614-8557
(714) 451-3800
March 7, 1997
(714) 451-3800 C 29019-00856
Fluor Corporation
3353 Michelson Drive
Irvine, CA 92698
Re: Fluor Corporation -- 6.95% Notes due March 1, 2007
Ladies and Gentlemen:
We have acted as legal counsel to Fluor Corporation, a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act") of $300,000,000 in aggregate
principal amount of 6.95% Notes due March 1, 2007 of the Company (the "Notes").
The Notes are being issued under an Indenture, dated as of February 18, 1997
(the "Indenture"), among the Company and Bankers Trust Company, as Trustee.
We have examined such documents, records and matters of law as we have
deemed necessary for the purposes of this opinion. In connection with our
examination of such documents, we have assumed the genuineness 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.
Based upon the foregoing, in reliance thereon and subject to the
assumptions, qualifications and limitations set forth herein, it is our opinion
that: (1) the Notes, upon issuance thereof and timely payment in full therefor
in the manner described in the Registration Statement on Form S-3 (File No.
333-18315) of the Company (the "Registration Statement"), the Prospectus dated
February 18, 1997 and the Prospectus Supplement dated March 4, 1997 describing
the terms of the Notes as issued, will be validly issued, fully paid and
non-assessable and (2) the Notes so issued will be legally binding obligations
of the Company, entitled to the benefits provided under the Indenture pursuant
to which they are to be issued.
Our opinions set forth above are subject to (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
2
Fluor Corporation
March 7, 1997
Page 2
creditors' rights generally and (b) the effect of general principles of equity
that may limit the enforceability of any of the remedies, covenants or other
provisions of the Notes and the Indenture and 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).
In addition, we express no opinion as to (a) any provisions of the
Notes or the Indenture regarding the remedies available to any person (i) to
take action that is arbitrary, unreasonable or capricious or is not taken in
good faith or in a commercially reasonable manner, whether or not such action is
permitted under the Notes or the Indenture or (ii) for violations or breaches
that are determined by a court to be non-material or without substantially
adverse effect upon the Company to perform its material obligations under the
Notes or the Indenture; or (b) the provisions of the Notes or the Indenture that
may provide for interest on interest or penalty interest.
The Company is a Delaware corporation. 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. Subject to the foregoing, this
opinion is limited to Delaware, New York and federal law.
This opinion may not be quoted in whole or in part without our prior
written consent.
We hereby consent to the incorporation by reference of this opinion in
the Company's Current Report on Form 8-K, event date March 4, 1997. In giving
this consent, we do not hereby admit that we are within the category of persons
whose consent is required under Section 7 of the Act or the General Rules and
Regulations of the Commission.
Very truly yours,
/s/ GIBSON, DUNN & CRUTCHER LLP
---------------------------------
GIBSON, DUNN & CRUTCHER LLP
TDM/JMW/GCT