Nauta Dutilh EXHIBIT 5.1
Postbus 1110 1
3000 BC Rotterdam 19 November 2001, Rotterdam
Weena 750
3014 DA Rotterdam
T +31 10 224 00 00
F +31 10 414 84 44
Chris A. Fonteijn Core Laboratories
T + 31 10 2 24 03 70 6316 Windfern Road,
F + 31 10 2 24 06 38 Houston, Texas 77040 USA
Chris.fonteijn@nautadutilh.com
Dear Sirs,
Core Laboratories N.V.
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We have acted as legal counsel in the Netherlands to Core Laboratories
N.V., a public company with limited liability incorporated in the
Netherlands ("the Company"), in connection with:
(i) the registration statement on Form S-8 to be filed by the Company with
the Securities and Exchange Commission ("the Commission") in connection
with the registration under the Securities Act of 1933, as amended (the
"Securities Act"), of 500,000 Common Shares in the capital of the Company
("Common Shares"), each such shares with a par value of NLG 0.03, issuable
pursuant to an increase of the available number of Common Shares under the
Core Laboratories N.V. 1995 Nonemployee Director Stock Option Plan (the
"Nonemployee Director Stock Option Plan"), and
(ii) the registration statement on Form S-8 to be filed by the Company with
the Commission in connection with the registration under the Securities Act
of 2,500,000 Common Shares, each such shares with a par value of NLG 0.03,
issuable pursuant to an increase of the available number of Common Shares
under the Core Laboratories N.V. 1995 Long-Term Incentive Plan (the
"Long-term Incentive-Plan").
(the registration statements mentioned under (i) and (ii) above being
hereinafter collectively referred to as "Registration Statements")
Capitalized terms used but not defined herein shall have the same meanings
as in the Registration Statements.
For the purposes of this opinion, we have examined and relied only on the
following documents:
(a) copies of the Registration Statements, undated but sent to us by email
on 13 November 2001 with references: "October 2001 S-8 Employee Plan.DOC"
and "October 2001 S-8 Director Plan.DOC";
(b) an extract relating to the Company, dated 14 November 2001 from the
Commercial Register of the Chamber of Commerce and Industry for Amsterdam;
(c) a photocopy of the deed of incorporation of the Company as a private
company with limited liability under Netherlands law (besloten vennootschap
met beperkte aansprakelijkheid) under the name of Core Holdings B.V. with
its corporate seat at Amsterdam, the Netherlands, dated 8 August 1994,
incorporating the articles of association (statuten) of the Company;
(d) a photocopy of a notarial deed dated 31 August 1995, providing for the
conversion of the Company (following such conversion known as Core
Laboratories N.V.) into a public company with limited liability (naamloze
vennootschap);
(e) a photocopy of a notarial deed dated 2 July 1998 embodying the most
recent articles of association of the Company;
(f) faxed copy of the Nonemployee Director Stock Option Plan and the first
and second amendment thereto;
(g) faxed copy of the Long-Term Incentive Plan and the first amendment
thereto;
(h) minutes of the meeting of the compensation committee of the Board of
Supervisory Directors of the Company, held on 24 February 2000, sent to us
by email on 14 November 2001, in which the committee decided to recommend
to the Supervisory Board for approval by the shareholders of the Company at
the next annual meeting, an increase in authorized shares under the
Nonemployee Directors Options Program by 500,000 shares and under the
Long-Term Incentive Plan by 2,500,000 shares;
(i) minutes of the meeting of the Board of Supervisory Directors of the
Company, held on 24 February 2000, sent to us by email on 14 November 2001
in which the Supervisory Board approved the recommendation of the
compensation committee mentioned under (h);
(j) minutes of the annual General Meeting of Shareholders of the Company,
held on 25 May 2000, approving the increase in authorized shares under the
Long-Term Incentive Plan and the Nonemployee Director Stock Option Plan, as
mentioned under (h);
The documents referred to in (a) through (j) above are hereinafter
collectively referred to as: the "Documents".
In connection with such examination and in giving this opinion, we have
assumed:
(i) the genuineness of all signatures to all Documents, the completeness
and the conformity to the original documents of all Documents submitted to
us as faxed copies or photocopies and the authenticity of such original
documents;
(ii) the accuracy, validity and binding effect of the Documents and the
matters certified or evidenced thereby at the date hereof and any other
relevant date;
(iii) that the resolutions referred to in item (h) (i) and (j) above are in
full force and effect and are adopted without any change;
(iv) that the Company has not been dissolved (ontbonden), granted
(preliminary) suspension of Payments ((voorlopige) surseance van betaling
verleend) or declared bankrupt (failliet verklaard); it being hereby stated
that our inquiries made today with the Commercial Register of the Chamber
of Commerce and Industry of Amsterdam, the Netherlands and the Bankruptcy
Clerk's office (Faillissementsgriffie) of the District Court of Amsterdam,
the Netherlands, have not revealed any information that any such event has
occurred, it being understood, however, that this is not conclusive
evidence that no such event has occurred.
This opinion shall be governed by and construed in accordance with
Netherlands law and is given only with respect to Netherlands law in effect
on the date of this opinion. We have not investigated the laws of any
jurisdiction other than the Netherlands, any matters of fact, tax law,
anti-trust law or international law, including, without limitation, the law
of the European Community.
Based on and subject to the foregoing, and subject to the qualifications
set forth below, we express the following opinions:
1. The shares in the capital of the Company to be issued by the Company
pursuant to the Long-term Incentive-Plan and the Nonemployee Director Stock
Option Plan, as reflected in the Registration Statements, when issued by
the Company will be duly authorized and validly issued, provided that upon
the actual issuance, the shares will be issued and paid up in compliance
with Netherlands law.
2. Holders of common shares are subject - with exception of the possibility of
piercing the corporate veil - to no further personal liability than payment
of the nominal value of the (common) shares owned by a shareholder.
The opinions expressed above are subject to the following qualifications:
A) This opinion is limited by any applicable bankruptcy, insolvency and other
similar laws affecting the rights of creditors in general, statutory
provisions with regard to fraudulent preference and to limitations, rules
of force majeure, reasonableness and fairness (redelijkheid en
billijkheid), set-off, and rules of imprevision, prescription and other
defences offered by law to obligors generally.
B) Article 3:45 of the Netherlands Civil Code provides that where a debtor who
enters into a transaction without being legally obliged to do so, knew or
should have known that the possibilities for one or more of its creditors
to seek recourse against its assets would be negatively affected thereby,
any creditor whose possibilities to recover his claim have been prejudiced
has the right to nullify such transaction if certain conditions are met
(Actio Pauliana). Pursuant to certain provisions of the Netherlands
Bankruptcy Act (Faillissementswet) a trustee in bankruptcy can exercise the
right of nullification on behalf of the bankrupt estate in similar
situations.
C) In accordance with Article 47 of the Netherlands Bankruptcy Act, the
performance of a due obligation may be nullified if the recipient of the
performance knew that a petition for the bankruptcy of the debtor had been
filed or if the performance resulted from consultation between the debtor
and the creditor preferring the creditor over other creditors of the
debtor.
D) In this opinion Netherlands legal concepts are mainly expressed in English
terms and not in their original Netherlands terms. The concepts concerned
may not be identical to the concepts described by the same English terms or
as they may exist under the laws of other jurisdictions, therefore, this
opinion may only be relied upon under the express condition that any issues
of interpretation or liability arising thereunder will be governed by
Netherlands law and be brought before a Netherlands court.
We consent to the inclusion of this opinion as an exhibit to each of the
Registration Statements. We further consent to all references to us in the
Registration Statements, any related prospectus and any amendments or
supplements thereto.
Yours sincerely,
NAUTADUTILH
Chris A. Fonteijn
advocate