EXHIBIT 5.2
[KANTROW, SPAHT, WEAVER & BLITZER (APLC) LETTERHEAD]
February 19, 2004
The Shaw Group Inc.
4171 Essen Lane
Baton Rouge, Louisiana 70809
Re: The Shaw Group Inc. - Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special Louisiana counsel to The Shaw Group Inc. (the
"Company") in connection with the preparation of the Registration Statement on
Form S-3 (the "Registration Statement") filed by the Company on February 19,
2004, with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Act"), covering up to $500 million aggregate initial
offering price of (a) the Company's debt securities, which may be either senior
or subordinated (the "Debt Securities"); (b) shares of the Company's no par
value preferred stock (the "Preferred Stock") which may be issued in the form of
depository shares evidenced by depository receipts (the "Depository Shares");
(c) shares of the Company's no par value common stock (the "Common Stock"); (d)
warrants to purchase the Common Stock (the "Warrants") to be issued under one or
more warrant agreements (each, a "Warrant Agreement") by and between the Company
and a financial institution identified therein (each, a "Warrant Agent"); and
(e) the issuance and sale by certain domestic subsidiaries of the Company listed
as Co-Registrants in the Registration Statement (the "Subsidiaries") of
guarantees of the Debt Securities (the "Guarantees"). The Debt Securities, the
Preferred Stock, the Common Stock, the Warrants and the Guarantees to be offered
by the Company (or the Subsidiaries with respect to the Guarantees) are
collectively referred to herein as the "Securities." We may also act as counsel
to the Company in connection with the possible future registration of up to $100
million aggregate initial offering price of Securities that may be registered
pursuant to Rule 462(b) under the Act by means of an additional registration
statement relating to the Registration Statement (any such additional
registration statement, the "462(b) Registration Statement"). The Securities are
to be issued, separately or together, in one or more series and are to be sold
from time to time as set forth in the Registration Statement, the prospectus
contained therein and any amendment or supplement thereto and the 462(b)
Registration Statement, if any.
We have examined the originals, or copies certified or otherwise
identified to our satisfaction, of the Restatement of the Articles of
Incorporation of the Company, as amended, its By-Laws, as amended and restated,
resolutions of its Board of Directors, certificates of public officials,
certificates of officers of the Company or its subsidiaries and such other
certificates, documents and corporate records as we have deemed relevant and
necessary as the basis for the opinions expressed herein. In our examination
The Shaw Group Inc.
February 19, 2004
Page 2
of the aforementioned, we have assumed without investigation the authenticity of
the originals of such documents and the conformity to originals of all documents
submitted to us as copies, and the authenticity of the originals of such latter
documents, the genuineness of all signatures, the legal capacity of natural
persons and the accuracy of the statement contained in such certificates. Based
upon the foregoing and in reliance thereon, and after examination of such
matters of laws as we deem applicable or relevant hereto, and subject to the
other assumptions and qualifications below, it is our opinion that:
1. The Company is duly incorporated under the laws of the State
of Louisiana and is validly existing and in good standing under the laws of that
State.
2. When (i) the Registration Statement (including the 462(b)
Registration Statement, if any) and any required post-effective amendment
thereto has become effective under the Act and under all securities or blue sky
laws of any state or jurisdiction where registration or qualification is
required; (ii) an underwriting agreement (and any related terms agreement)
relating to such shares of Common Stock has been duly authorized, executed and
delivered by the Company; (iii) the issuance and sale of such shares of the
Common Stock and the terms of the offering have been duly authorized by the
Company; (iv) the issuance and sale of such shares of the Common Stock are in
conformity with (A) the Registration Statement (including the 462(b)
Registration Statement, if any) and the prospectus made a part thereof, as
supplemented from time to time, (B) the Louisiana Business Corporation Law, as
then in effect (the "LBCL"), and (C) the Restatement of the Articles of
Incorporation of the Company, as amended; (v) the issuance and sale of such
shares of the Common Stock do not violate any applicable law, order, rule or
regulation or any document, agreement or instrument then binding on the Company;
and (vi) the form of certificates representing such shares of the Common Stock
complies with the requirements of the LBCL, such shares of the Common Stock,
when issued against payment therefor, will be validly issued, fully paid and
non-assessable.
3. When (i) the Registration Statement (including the 462(b)
Registration Statement, if any) and any required post-effective amendment
thereto has become effective under the Act and under all securities or blue sky
laws of any state or jurisdiction where registration or qualification is
required; (ii) an underwriting agreement (and any related terms agreement)
relating to such shares of Preferred Stock (and Depository Shares, if
applicable) has been duly authorized, executed and delivered by the Company;
(iii) the designation of one or more series of such shares of the Preferred
Stock (and Depository Shares, if applicable) and the establishment of the
relevant rights, preferences, limitations and qualifications of such series has
been duly authorized by the Company; (iv) the issuance and sale of such shares
of the Preferred Stock (and Depository Shares, if applicable) and the terms of
the offering have been duly authorized by the Company; (v) the issuance and sale
of such shares of the Preferred Stock (and Depository Shares, if applicable) are
in conformity with (A) the Registration Statement (including the 462(b)
Registration Statement, if any) and the prospectus made a part thereof, as
supplemented from time to time, (B) the LBCL, and (C) the Restatement of the
Articles of Incorporation of the Company, as amended; (vi) the issuance and sale
of such shares of the Preferred Stock (and Depository Shares, if applicable) do
not violate any applicable law, order, rule or regulation or any document,
agreement or instrument then binding on the Company; and (vii) the form of
certificates representing such shares of the Preferred Stock (and Depository
Shares, if applicable) complies with the requirements of the LBCL, such shares
of the Preferred Stock (and Depository Shares, if applicable), when issued
against payment therefor, will be validly issued, fully paid and non-assessable.
The Shaw Group Inc.
February 19, 2004
Page 3
4. If any Debt Securities or shares of Preferred Stock (and
Depositary Shares, if applicable) to be issued are convertible or exchangeable
into shares of Preferred Stock (and Depositary Shares, if applicable) or Common
Stock, as the case may be, when (i) the Registration Statement (including the
462(b) Registration Statement, if any) and any required post-effective amendment
thereto has become effective under the Act and under all securities or blue sky
laws of any state or jurisdiction where registration or qualification is
required; (ii) the Debt Securities or shares of Preferred Stock (and Depositary
Shares, if applicable) have been exchanged or converted into shares of Preferred
Stock (and Depositary Shares, if applicable) or Common Stock, as the case may
be, pursuant to due authorization of the Company's Board of Directors; and (iii)
the exchange or conversion of the Debt Securities or shares of Preferred Stock
(and Depositary Shares, if applicable) into shares of Preferred Stock (and
Depositary Shares, if applicable) or Common Stock, as the case may be, complies
in all respects with the terms of the Debt Securities or such shares of
Preferred Stock (and Depositary Shares, if applicable), the shares of Preferred
Stock (and Depositary Shares, if applicable) or Common Stock, as the case may
be, will, subject to the qualifications set forth in Paragraphs 2 and 3 above
(as applicable) being met, be validly issued, fully paid and non-assessable.
5. When (i) the Company and the Warrant Agent duly execute and
deliver a Warrant Agreement and the specific terms of a particular Warrant have
been duly established in accordance with the terms of such Warrant Agreement,
and such Warrants have been duly authenticated by the Warrant Agent and duly
executed and delivered by the Company against payment therefor in accordance
with the terms and provisions of the Warrant Agreement and as contemplated by
the Registration Statement (including the 462(b) Registration Statement, if
any), and, the prospectus made a part thereof, as may be supplemented from time
to time; (ii) the Registration Statement (including the 462(b) Registration
Statement, if any) and any required post-effective amendment thereto has become
effective under the Act and under all securities or blue sky laws of any state
or jurisdiction where registration or qualification is required; (iii) the
Warrants (A) are as described in the Registration Statement (including the
462(b) Registration Statement, if any) and the prospectus made a part thereof,
as may be supplemented from time to time, (B) do not violate any law, order,
rule or regulation applicable to the Company or result in a default under or
breach of any document, agreement or instrument binding upon the Company, and
(C) comply with all requirements and restrictions, if any, applicable to the
Company, whether imposed by any court or governmental or regulatory body having
jurisdiction over the Company; (iv) the Warrants are then issued and sold as
contemplated in the Registration Statement (including the 462(b) Registration
Statement, if any) and the prospectus made a part thereof, as may be
supplemented from time to time; and (v) the exercise of the Warrants comply in
all respects with the terms of the Warrants and the applicable Warrant
Agreement, the shares of Common Stock issued upon exercise of the Warrants will,
subject to the qualifications in Paragraph 2 above being met, be validly issued,
fully paid and non-assessable.
We have relied for purposes of the opinion set forth in Paragraph 1,
with respect to the valid existence and good standing of the Company, solely on
a Certificate of Good Standing issued by the Louisiana Secretary of State dated
February 16, 2004. We have assumed without inquiry that no events have occurred
since the date of such certificate that would cause such certificate to be
incorrect as of the date hereof.
The Shaw Group Inc.
February 19, 2004
Page 4
We are members of the bar of the State of Louisiana and we express no
opinion as to the laws of any jurisdiction other than those of the State of
Louisiana and the United States of America.
We hereby expressly consent to the reference to our firm in the
prospectus and each related prospectus supplement forming a part of the
Registration Statement, to the inclusion of this opinion as an exhibit to the
Registration Statement, to the incorporation by reference of this opinion in the
462(b) Registration Statement, if any, and to the filing of this opinion with
any appropriate governmental agency. 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 Act and the Rules and Regulations thereunder.
Very truly yours,
KANTROW, SPAHT, WEAVER & BLITZER
(A PROFESSIONAL LAW CORPORATION)
/s/ Kantrow, Spaht, Weaver & Blitzer
(A Professional Law Corporation)