EXHIBIT 5.1
July 31, 2000
Kirby Corporation
55 Waugh Drive, Suite 1000
Houston, Texas 77007
Re: Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to Kirby Corporation, a Nevada corporation
(the "Corporation"), in connection with the preparation of the Registration
Statement on Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission on July 31, 2000, under the Securities Act of
1933, as amended (the "Securities Act"), relating to 100,000 shares of the $0.10
par value common stock (the "Common Stock") of the Corporation that may be
issued upon the exercise of option granted or that may be granted under the 2000
Director Stock Option Plan for Kirby Corporation (the "Plan").
You have requested the opinion of this firm with respect to certain
legal aspects of the proposed offering. In connection therewith, we have
examined and relied upon the original, or copies identified to our satisfaction,
of (1) the Articles of Incorporation and the Bylaws of the Corporation, as
amended; (2) minutes and records of the corporate proceedings of the Corporation
with respect to the establishment of the Plan and the reservation of 100,000
shares of Common Stock to be issued under the Plan and to which the Registration
Statement relates; (3) the Registration Statement and exhibits thereto,
including the Plan; and (4) such other documents and instruments as we have
deemed necessary for the expression of the opinions herein contained. In making
the foregoing examinations, we have assumed the genuineness of all signatures
and the authenticity of all documents submitted to us as originals, and the
conformity to original documents of all documents submitted to us as certified
or photostatic copies. As to various questions of fact material to this opinion,
and as to the content and form of the Articles of Incorporation, the Bylaws,
minutes, records, resolutions and other documents or writings of the
Corporation, we have relied, to the extent we deem reasonably appropriate, upon
representations or certificates of officers or directors of the Corporation and
upon documents, records and instruments furnished to us by the Corporation,
without independent check or verification of their accuracy.
Based upon our examination and consideration of, and reliance on, the
documents and other matters described above, and subject to the comments and
Kirby Corporation
July 31, 2000
Page 2
assumptions noted below, we are of the opinion that the Corporation presently
has available at least 100,000 shares of authorized but unissued shares of
Common Stock and/or treasury shares of Common Stock. From these shares of Common
Stock, the shares of Common Stock proposed to be sold through the Plan may be
issued. Assuming that: (i) the outstanding options were duly granted, the
options to be granted in the future are duly granted in accordance with the
terms of the Plan and the shares of Common Stock to be issued pursuant to the
exercise of options are duly issued in accordance with the terms of the Plan,
(ii) the Company maintains an adequate number of authorized but unissued shares
and/or treasury shares of Common Stock available for issuance to those persons
who exercise options, and (iii) the consideration for shares of Common Stock
issued pursuant to the exercise of options is actually received by the Company
in accordance with the terms of the Plan and exceeds the par value of such
shares, then we are of the opinion that the shares of Common Stock issued
pursuant to the exercise of options and in accordance with the terms of the
Plan, will be duly and validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to references to our firm included in or made a part
of the Registration Statement. In giving this consent, we do not admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act or the Rules and Regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
JENKENS & GILCHRIST,
a Professional Corporation
By:/s/ Thomas G. Adler
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Thomas G. Adler