EXHIBIT 5.1
VINSON & ELKINS L.L.P.
[VINSON & ELKINS LOGO] 2300 FIRST CITY TOWER
ATTORNEYS AT LAW 1001 FANNIN STREET
HOUSTON, TEXAS 77002-6760
TELEPHONE (713) 758-2222
FAX (713) 758-2346
www.velaw.com
February 19, 2004
The Shaw Group Inc.
4171 Essen Lane
Baton Rouge, Louisiana 70809
Ladies and Gentlemen:
We have acted as counsel for The Shaw Group Inc., a Louisiana
corporation (the "Company"), with respect to certain legal matters in connection
with the registration by the Company, under the Securities Act of 1933, as
amended (the "Securities Act"), of the offer and sale by the Company from time
to time, pursuant to Rule 415 under the Securities Act, of (i) unsecured debt
securities of the Company, which may be either senior or subordinated and may be
issued in one or more series, consisting of notes, debentures or other evidences
of indebtedness (the "Debt Securities") and which may be fully and
unconditionally guaranteed (the "Guarantees") by each of the Company's domestic
subsidiaries (the "Subsidiary Guarantors"), (ii) shares of preferred stock, no
par value, of the Company, in one or more series (the "Preferred Stock"), which
may be issued in the form of depositary shares evidenced by depositary receipts
(the "Depositary Shares"), (iii) shares of common stock, no par value, of the
Company (the "Common Stock") and (iv) warrants (the "Warrants" and, together
with the Debt Securities, the Guarantees, the Preferred Stock, the Depositary
Shares and the Common Stock, the "Securities") for the purchase of Common Stock.
The aggregate initial offering prices of the Securities to be offered and sold
by the Company pursuant to the Company's Registration Statement on Form S-3 (the
"Registration Statement"), to which this opinion is an exhibit, will not exceed
$500,000,000 or, if applicable, the equivalent thereof in any other currency or
currency unit. The Securities will be offered in amounts, at prices and on terms
to be determined in light of market conditions at the time of sale and to be set
forth in supplements to the Prospectus (each a "Prospectus Supplement")
contained in the Registration Statement.
We have examined originals or copies, certified or otherwise identified
to our satisfaction, of (i) the Articles of Incorporation and Bylaws of the
Company, each as amended to the date hereof, (ii) the Registration Statement,
(iii) the form of Senior Indenture (the "Senior Indenture"), (iv) the form of
Subordinated Indenture (the "Subordinated Indenture" and, together with the
Senior Indenture, the "Indentures"), and (iv) such other certificates, statutes
and other instruments and documents as we considered appropriate for purposes of
the opinions hereafter expressed. In addition, we reviewed such questions of
law, as we considered appropriate.
In connection with rendering the opinions set forth below, we have
assumed that (i) all information contained in all documents reviewed by us is
true and correct; (ii) all signatures on
AUSTIN - BEIJING - DALLAS - DUBAI - HOUSTON - LONDON - MOSCOW - NEW YORK -
SINGAPORE - WASHINGTON, D.C.
The Shaw Group Inc.
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February 19, 2004
all documents examined by us are genuine; (iii) all documents submitted to us as
originals are authentic and all documents submitted to us as copies conform to
the originals of those documents; (iv) the Registration Statement, and any
amendments thereto (including post-effective amendments), will have become
effective; (v) a Prospectus Supplement will have been prepared and filed with
the Commission describing the Securities offered thereby; (vi) all Securities
will be issued and sold in compliance with applicable federal and state
securities laws and in the manner specified in the Registration Statement and
the applicable Prospectus Supplement; (vii) the Indentures relating to the Debt
Securities and a warrant agreement ("Warrant Agreement") relating to the
Warrants will each be duly authorized, executed and delivered by the parties
thereto; (viii) each Subsidiary Guarantor is duly incorporated or organized
under the laws of the jurisdiction of its incorporation or organization and is
validly existing and in good standing under the laws of that jurisdiction; (ix)
each person signing the Indentures and a Warrant Agreement will have the legal
capacity and authority to do so; (x) at the time of any offering or sale of any
shares of common stock and/or preferred stock, that the company shall have such
number of shares of common stock and/or preferred stock, as set forth in such
offering or sale, authorized or created and available for issuance; (xi) a
definitive purchase, underwriting or similar agreement with respect to any
Securities offered will have been duly authorized and validly executed and
delivered by the Company and the other parties thereto; and (xii) any Securities
issuable upon conversion, exchange or exercise of any Debt Securities, Preferred
Stock or Depositary Shares being offered will have been duly authorized, created
and, if appropriate, reserved for issuance upon such conversion, exchange or
exercise.
Based on the foregoing, and subject to the assumptions, qualifications,
limitations, and exceptions set forth herein, we are of the opinion that:
1. When (a) the applicable Indenture relating either to senior
Debt Securities or subordinated Debt Securities and, if
applicable, the related Guarantees has been duly qualified
under the Trust Indenture Act of 1939, as amended, (b) the
boards of directors of the Company (or a committee thereof)
and each of the Subsidiary Guarantors have taken all necessary
corporate action to approve the issuance and terms of any such
Debt Securities and, if applicable, Guarantees, (c) the terms
of such Debt Securities and, if applicable, Guarantees and of
their issuance and sale have been duly established in
conformity with the applicable Indenture so as not to violate
any applicable law or result in a default under or breach of
any agreement or instrument binding upon the Company or the
Subsidiary Guarantors and so as to comply with any
requirements or restrictions imposed by any court or
governmental body having jurisdiction over the Company or a
Subsidiary Guarantor, (d) any shares of Common Stock issuable
upon the conversion of such Debt Securities, if applicable,
have been duly and validly authorized for issuance and (e)
such Debt Securities (which may include the related
Guarantees) have been duly executed and authenticated in
accordance with the applicable Indenture and issued and sold
as contemplated in the Registration Statement and upon payment
of the consideration for such Debt Securities as provided for
in the applicable definitive purchase, underwriting or similar
agreement, such Debt Securities and, if applicable, Guarantees
will be legally issued and such Debt
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February 19, 2004
Securities and, if applicable, Guarantees will constitute
valid and legally binding obligations of the Company and the
Subsidiary Guarantors, respectively, enforceable against the
Company and the Subsidiary Guarantors in accordance with their
terms, except as such enforcement is subject to any applicable
bankruptcy, insolvency (including, without limitation, all
laws relating to fraudulent transfers), reorganization,
moratorium and similar laws relating to or affecting
creditors' rights generally and to general equitable
principles (regardless of whether enforcement is sought in a
proceeding in equity or at law);
2. When (a) the terms of any Warrants and of their issuance and
sale have been duly established in conformity with the
applicable Warrant Agreement so as not to violate any
applicable law or result in a default under or breach of any
agreement or instrument binding upon the Company and so as to
comply with any requirements or restrictions imposed by any
court or governmental body having jurisdiction over the
Company, and (b) the Warrants have been duly executed and
authenticated in accordance with the applicable Warrant
Agreement and issued and sold as contemplated in the
Registration Statement, the Warrants will constitute valid and
legally binding obligations of the Company, subject to
bankruptcy, insolvency (including, without limitation, all
laws relating to fraudulent transfers), reorganization,
moratorium and similar laws relating to or affecting
creditors' rights generally and to general equitable
principles (regardless of whether enforcement is sought in a
proceeding in equity or at law); and
3. When (a) the Company has taken all necessary corporate action
to approve the issuance and terms of the Depositary Shares,
the terms of the offering thereof and related matters,
including the adoption of a Certificate of Designation
relating to the Preferred Stock underlying the Depositary
Shares and the filing of the Certificate of Designation with
the Secretary of State of the State of Louisiana; (b) the
depositary agreement or agreements relating to the Depositary
Shares and the related depositary receipts have been duly
authorized and validly executed and delivered by the Company
and the depositary appointed by the Company; (c) the shares of
Preferred Stock underlying the Depositary Shares have been
deposited with the depositary under the applicable depositary
agreement; and (d) the depositary receipts representing the
Depositary Shares have been duly executed, countersigned,
registered and delivered in accordance with the appropriate
depositary agreement approved by the Company, upon payment of
the consideration thereof or provided for in the applicable
definitive purchase, underwriting or similar agreement, the
Depositary Shares will be legally issued.
With respect to our opinions expressed above, as they relate to Debt
Securities denominated in a currency other than U.S. dollars, we note that
effective enforcement of a foreign currency claim in the New York State courts
or the federal courts sitting in the State of New York may be limited by
requirements that the claim (or a foreign currency judgment in respect of such
claim) be converted to U.S. dollars at the rate of exchange prevailing on a
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February 19, 2004
specified date. We express no opinion as to whether a federal court sitting in
the State of New York would award a judgment in a currency other than U.S.
dollars.
We express no opinions concerning (a) the validity or enforceability of
any provisions contained in the Indentures that purport to waive or not give
effect to rights to notices, defenses, subrogation or other rights or benefits
that cannot be effectively waived under applicable law; or (b) the
enforceability of indemnification provisions to the extent they purport to
relate to liabilities resulting from or based upon negligence or any violation
of federal or state securities or blue sky laws.
In rendering the foregoing opinions, we have relied on the opinion of
Kantrow, Spaht, Weaver and Blitzer (A Professional Law Corporation) for matters
involving Louisiana law, a copy of which is being filed as Exhibit 5.2 to the
Registration Statement.
The foregoing opinions are limited to the laws of the State of New York
and the federal laws of the United States of America and we are expressing no
opinion as to the effect of the laws of any other jurisdiction, domestic or
foreign.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Prospectus forming a
part of the Registration Statement under the caption "Legal Matters." In giving
this consent, we do not admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act and the rules and
regulations thereunder.
/s/ Vinson & Elkins L.L.P.