EXHIBIT 5.1
VINSON & ELKINS VINSON & ELKINS L.L.P.
ATTORNEY AT LAW 2300 FIRST CITY TOWER
1001 FANNIN STREET
HOUSTON, TEXAS 77002-6760
TELEPHONE (713) 758-2222
FAX (713) 758-2346
www.velaw.com
March 26, 2002
Global Industries, Ltd.
8000 Global Drive
Sulphur, Louisiana 70665
Ladies and Gentlemen
We have acted as counsel for Global Industries, Ltd., a Louisiana
corporation (the "Company"), with respect to the offer and sale by the Company
of up to 9,350,000 shares of its common stock, par value $0.01 per share (the
"Shares"). We have participated in the preparation of the Company's registration
statement on Form S-3 (No.: 333-86325) filed on August 31, 1999 by the Company
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"), and Amendment No. 1
thereto filed with the Commission on June 2, 2000, and declared effective by the
Commission on June 15, 2000 (the "Registration Statement"). A prospectus
supplement dated March 21, 2002 (the "Prospectus"), which together with the
Prospectus filed with the Registration Statement shall constitute part of the
Prospectus, has been filed pursuant to Rule 424(b) promulgated under the
Securities Act. Capitalized terms not defined herein shall have the meanings
ascribed to them in the Underwriting Agreement dated March 21, 2002 relating to
the offer and sale of the Shares.
In rendering the opinion set forth below, we have examined and relied
upon (i) the Registration Statement, including the Prospectus, (ii) certain
corporate records of the Company, including its Amended and Restated Articles of
Incorporation, its bylaws, and certain resolutions of the Board of Directors of
the Company, (iii) the Underwriting Agreement, a copy of which has been filed
with the Commission as an exhibit to a Current Report on Form 8-K prior to the
closing of the sale of the Shares and (iv) such other certificates, instruments
and documents as we consider appropriate for purposes of rendering the opinions
hereafter expressed.
In connection with this opinion, we have assumed that all Shares will
be issued and sold in the manner described in the Prospectus and in accordance
with the terms of the Underwriting Agreement.
Based upon and subject to the foregoing, we are of the opinion that
when the Shares have been issued and delivered in accordance with terms of the
Underwriting Agreement, then the Shares will be validly issued, fully paid and
non-assessable.
The opinions expressed herein are qualified in the following respects:
AUSTIN o BEIJING o DALLAS o HOUSTON o LONDON o MOSCOW o NEW YORK
o SINGAPORE o WASHINGTON, D.C.
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March 26, 2002
A. We have assumed, without independent verification, that the
global certificate for the Shares will conform to the specimen
thereof examined by us and will have been duly countersigned by a
registrar of the Shares.
B. We have assumed that (i) each document submitted to us for review
is accurate and complete, each such document that is an original
is authentic, each such document that is a copy conforms to an
authentic original and all signatures on each such document are
genuine, and (ii) each certificate from governmental officials
reviewed by us is accurate, complete and authentic, and all
official public records are accurate and complete.
C. This opinion is limited in all respects to the laws of State of
Texas, the Louisiana Business Corporation Act and the federal
laws of the United States of America.
We hereby consent to the statements with respect to us under the
heading "Legal Matters" in the Prospectus and to the filing of this opinion as
an exhibit to the Registration Statement or a Current Report on Form 8-K. By
giving such consent, we do not admit that we are within the category of persons
whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission issued thereunder.
Very truly yours,
/s/ VINSON & ELKINS L.L.P.
VINSON & ELKINS L.L.P.