1 EXHIBIT 5.1 [Letterhead of Fulbright & Jaworski L.L.P.] April 23, 1998 EVI, Inc. 5 Post Oak Park, Suite 1760 Houston, Texas 77027-3415 Ladies and Gentlemen: We have acted as counsel for EVI, Inc., a Delaware corporation (the "Company"), in connection with the registration under the Securities Act of 1933 (the "Act") of up to 50,200,112 shares (the "Shares") of the Company's common stock, $1.00 par value, pursuant to a Registration Statement on Form S-4 (the "Registration Statement") filed by the Company with the Securities and Exchange Commission. The Shares are to be issued in connection with the proposed merger (the "Merger") of Weatherford Enterra, Inc., a Delaware corporation ("Weatherford"), with and into the Company pursuant to an Agreement and Plan of Merger dated as of March 4, 1998, as amended by Amendment No. 1 dated April 17, 1998, and Amendment No. 2 dated April 22, 1998 (the "Merger Agreement"), by and between the Company and Weatherford. In connection therewith, we have examined originals or copies certified or otherwise identified to our satisfaction of the Registration Statement, the Merger Agreement, the Restated Certificate of Incorporation of the Company, the By-laws of the Company, the corporate proceedings with respect to the Merger and the proposed issuance of the Shares and such other documents and instruments as we have deemed necessary or appropriate for the expression of the opinions contained herein. We have assumed the authenticity and completeness of all records, certificates and other instruments submitted to us as originals, the conformity to original documents of all records, certificates and other instruments submitted to us as copies, the authenticity and completeness of the originals of those records, certificates and other instruments submitted to us as copies and the correctness of all statements of fact contained in all records, certificates and other instruments that we have examined. Based on the foregoing, and having regard for such legal considerations as we have deemed relevant, we are of the opinion that the Shares proposed to be issued by the Company in connection with the Merger have been duly authorized for issuance and, when issued in accordance with the terms of the Merger Agreement, will be validly issued, fully paid and nonassessable. The foregoing opinion is limited to the federal laws of the United States of America and the General Corporation Law of the State of Delaware, and we are expressing no opinion as to the effect of the laws of any other jurisdiction. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption "Legal Matters" in the Joint Proxy Statement/Prospectus contained in the Registration Statement. Very truly yours, By: /s/ FULBRIGHT & JAWORSKI L.L.P. ---------------------------------- Fulbright & Jaworski L.L.P.