EXHIBIT 5.1


            [Letterhead of Ervin, Cohen & Jessup LLP appears here]

                                January 28, 1998               REF. OUR FILE NO.
                                                                     736-337
     
Newpark Resources, Inc.
3850 North Causeway
Suite 1770
Metairie, Louisiana 70002

     RE:  REGISTRATION STATEMENT ON FORM S-4

Gentlemen:

     We have acted as counsel to Newpark Resources, Inc., a Delaware corporation
(the "Company"), and certain of its subsidiaries in connection with the 
Registration Statement on Form S-4 (the "Registration Statement") filed by the 
Company and such subsidiaries under the Securities Act of 1933, as amended (the 
"Securities Act"), with respect to $125,000,000 aggregate principal amount of 
the Company's 8 5/8% Senior Subordinated Notes Due 2007, Series B (the "Exchange
Notes") and the related guarantees (the "Guarantees") of the Company's 
subsidiaries named as additional registrants in the Registration Statement (the 
"Guarantors").  The Exchange Notes and the Guarantees will be offered in 
exchange for the Company's issued and outstanding 8 5/8% Senior Subordinated 
Notes Due 2007, Series A (the "Existing Notes") and related guarantees, all as 
described in the Registration Statement.  The Exchange Notes are proposed to be 
issued in accordance with the provisions of the Indenture, dated as of December 
17, 1997 (the "Indenture"), between the Company, the Guarantors and State Street
Bank and Trust Company, as Trustee.

     In arriving at the opinions expressed below, we have examined the
Registration Statement, the Prospectus contained therein, the Indenture, which
is filed as an exhibit to the Registration Statement, and the originals or
copies certified or otherwise identified to our satisfaction of such corporate
records and such other documents and certificates of public officials and
officers and representatives of the Company and the Guarantors as we have deemed
necessary or advisable for the purposes of this opinion. In such examination, we
have assumed and have not verified (i) that the signatures on all documents that
we have examined are genuine, (ii) the authenticity of all documents submitted
to us as originals, (iii) the conformity with the authentic originals of all
documents submitted to us as certified, photostatic or faxed copies, and (iv)
that all documents in respect of which forms were filed with the Securities and
Exchange Commission as exhibits to the Registration Statement will conform in
all material respects to the forms thereof that we have examined.

 
      LAW OFFICES
ERVIN, COHEN & JESSUP LLP


Newpark Resources, Inc.
January 28, 1998
Page 2


     Based upon the foregoing, and subject to the qualifications and limitations
stated herein, we are of the opinion that:

     1.   When (a) the Exchange Notes have been exchanged for Existing Notes in 
the manner described in the Registration Statement, (b) the Exchange Notes have 
been duly executed, authenticated, issued and delivered in accordance with the 
terms of the Indenture and (c) the Indenture has been duly qualified under the 
Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), the 
Exchange Notes will be legally issued and constitute valid and legally binding 
obligations of the Company, enforceable against the Company in accordance with 
the terms of the Indenture and the Exchange Notes.

     2.   When (a) the Exchange Notes have been exchanged for Existing Notes in 
the manner described in the Registration Statement, (b) the Exchange Notes and 
the Guarantees have been duly executed, authenticated, issued and delivered in 
accordance with the terms of the Indenture and (c) the Indenture has been duly 
qualified under the Trust Indenture Act, the Guarantees will constitute valid 
and legally binding obligations of the Guarantors, enforceable against each such
Guarantor in accordance with the terms of such Guarantor's respective Guarantee.

     The opinions expressed above with respect to the enforceability of the 
Exchange Notes and the Guarantees may be limited by applicable bankruptcy, 
insolvency, fraudulent conveyance, fraudulent transfer, reorganization, 
moratorium and other similar laws relating to or affecting creditors' rights 
generally and general principles of equity (including, without limitation, 
concepts of materiality, reasonableness, good faith and fair dealing and the 
possible unavailability of specific performance, injunctive relief or other 
equitable remedies), regardless of whether considered in a proceeding at law or 
in equity.

     We are members of the Bar of the State of California and the foregoing 
opinions are limited to the laws of the State of California, the federal laws of
the United States of America and the General Corporation Law of the State of 
Delaware.  Although we are not admitted to practice law in the State of 
Delaware, we are generally knowledgeable about the General Corporation Law of 
the State of Delaware, and the opinions expressed herein are based upon such 
knowledge.

     We hereby consent to the use of this opinion as an exhibit to the 
Registration Statement and to the use of our firm name under the caption "Legal 
Matters" in the Registration Statement.

                                             Very truly yours,

                                             /s/ ERVIN, COHEN & JESSUP LLP