EXHIBIT 5.1
[Vinson & Elkins L.L.P. Letterhead]
March 24, 2004
Global Industries, Ltd.
8000 Global Drive
Carlyss, 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 9,525,000 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 24, 2004 (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 24, 2004 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 and certain resolutions of the Pricing Committee designated by 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:
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 to 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.
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VINSON & ELKINS L.L.P.