Exhibit 5.1
[JENKENS & GILCHRIST LETTERHEAD]
August 19, 1997
Kirby Corporation
1775 St. James Place, Suite 200
Houston, Texas 77056
Re: Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to Kirby Corporation, a Nevada corporation (the
"Company"), in connection with the preparation of a Registration Statement on
Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission on or about August 19, 1997, under the Securities Act of
1993, as amended (the "Securities Act"), relating to 900,000 shares of the $.10
par value common stock (the "Common Stock") of the Company that may be issued
upon the exercise of options granted or that may be granted under 1996 Employee
Stock Option Plan for Kirby Corporation (the "1996 Employee 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
Restated Articles of Incorporation and the Bylaws of the Company, each as
amended; (2) minutes and records of the corporate proceedings of the Company
with respect to the establishment of the 1996 Employee Plan and the reservation
of 900,000 shares of Common Stock to be issued upon the exercise of options
granted or to be granted under the 1996 Employee Plan (the "Options") and to
which the Registration Statement relates; (3) the Registration Statement and
exhibits thereto, including the 1996 Employee 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 Restated
Articles of Incorporation, the Bylaws, minutes, records, resolutions and other
documents or writings of the Company, we have relied, to the extent we deem
reasonably appropriate, upon representations or certificates of officers or
directors of the Company and upon documents, records and instruments furnished
to us by the Company, without independent confirmation or verification of their
accuracy.
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Kirby Corporation
August 19, 1997
Page 2
Based upon our examination and consideration of, and reliance on, the
documents and other matters described above, and subject to the comments and
exceptions noted below, we are of the opinion that the Company presently has
available sufficient shares of authorized but unissued shares of Common Stock
from which the 900,000 shares of Common Stock subject to the exercise of Options
may be issued. Furthermore, 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 1996 Employee 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 1996 Employee 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
1996 Employee 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 1996 Employee 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 person 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/ L. Steven Leshin
-----------------------------
L. Steven Leshin, Authorized Signatory
LSL/ts
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