EXHIBIT 5
To Chicago Bridge & Iron Company N.V.
Polaris Avenue 31 650 Fifth Avenue, 4th Floor
2132 JH Hoofddorp New York, NY 10019
The Netherlands
T +1 212 259 4100
F +1 212 259 4111
New October 3, 2003
York Arie Schaberg
E aai.schaberg@debrauw.com
Our ref.90094095/1001-final(2)-1031-SEC opinion T +1 212 259 4110
F +1 212 259 4111
Dear Sir/Madam,
CHICAGO BRIDGE & IRON COMPANY N.V.
1 INTRODUCTION
I have acted as Dutch legal adviser (advocaat) to Chicago Bridge & Iron
Company N.V., with corporate seat in Amsterdam (the "COMPANY"), and
Chicago Bridge & Iron Company B.V., with corporate seat in Amsterdam
(the "SUBSIDIARY"), in connection with the registration (the
"REGISTRATION") by the Company with the United States Securities and
Exchange Commission (the "SEC") of ordinary shares in the share capital
of the Company that may be newly issued from time to time by the
Company under the Plans (as defined below) to the Participants (as
defined in the Plans, the "EMPLOYEES") (the "EMPLOYEE SHARES") upon the
exercise by the Employees of certain options granted to them under the
Plans (the "OPTIONS"). I have taken instructions solely from the
Company.
2 DUTCH LAW
This opinion is limited to Dutch law as applied by the Dutch courts and
published and in effect on the date of this opinion.
3 SCOPE OF INQUIRY; DEFINITIONS
For the purpose of this opinion, I have:
Examined such documents and obtained such confirmations and trade
register extracts as I have deemed necessary in order to enable me to
render this opinion. It is noted that trade register extracts do not
provide conclusive evidence that the facts set out in them are correct.
However, under the 1996 Trade Register Act (Handelsregisterwet 1996),
subject to limited exceptions, a company cannot invoke the
incorrectness or incompleteness of its trade register registration
against third parties who were unaware of it. I do not believe that
those exceptions are material in the context of this opinion. Facts and
circumstances not revealed to me may affect this opinion. I have no
reasons to believe any such facts and circumstances exist.
My examination has been limited to the text of the documents and I have
not investigated the meaning and effect of any document governed by a
law other than Dutch law under that other law.
4 ASSUMPTIONS
For the purpose of this opinion, I have made the following assumptions:
4.1 All copy documents conform to the originals and all originals are
genuine and complete.
4.2 Each signature is the genuine signature of the individual concerned.
4.3 Any minutes referred to in paragraph 3 are a true record of the
proceedings described in validly held meetings. The resolutions set out
in those minutes were validly passed. Those resolutions and any written
resolutions referred to in paragraph 3 remain in full force and effect
without modification and comply with the requirements of reasonableness
and fairness (redelijkheid en billijkheid) under Dutch law. Any
confirmation referred to in paragraph 3 is true. I have no indication
to the contrary.
4.4 The Chicago Bridge & Iron 1999 Long-Term Incentive Plan dated as of May
1, 1999 and most recently amended on May 1, 2002 (the "1999-PLAN") and
the Chicago Bridge & Iron 2001 Employee Stock Purchase Plan effective
as of April 1, 2001(the "2001-PLAN", together with the 1999-Plan, the
"PLANS") are valid, binding and enforceable on each party under the law
by which they are (expressed to be) governed. Each of the Award
Agreements (as defined in the 1999-Plan, the "AWARD AGREEMENTS")
between the Committee (as defined in the 1999-Plan), acting on behalf
of Chicago Bridge & Iron Company, a Delaware corporation, and each of
the Employees (i) is within the capacity and powers of, and have been
validly authorised and signed by, each party thereto and (ii) is valid,
binding and
enforceable on each party under the law by which it (is expressed to
be) governed. Each of the Employees qualifies as a Participant (as
defined in the Plans) and is entitled to sufficient Awards (as defined
in the 1999-Plan) or options (as defined in the 2001-Plan) for the
Company to allow for the issue of the Employee Shares. The maximum
number of Employee Shares which may be issued from time to time by the
Company under each of the Plans will have been validly adjusted
pursuant to Section 4.3 of the 1999-Plan, respectively Section 5.03 of
the 2001-Plan, in the event a change in corporate capitalization as
described Section 4.3 of the 1999-Plan, respectively an augmentation as
described in Section 5.03 of the 2001-Plan, occurs, to allow for the
issue of the Employee Shares. The Options will have been validly
exercised by the Employees. There are no dealings between the parties
which affect the Award Agreements or the Plans.
4.5 At the time of the contribution on each of the Employee Shares (the
"CONTRIBUTION"), the value of the Contribution will be at least equal
to the amount to be paid on each of the Employee Shares and the
Contribution will have been validly paid to the Company in US Dollars.
4.6 The Employee Shares will have been issued in the form and manner
prescribed by the Company's articles of association at the time of
issue. The Employee Shares will have been validly accepted by the
Employees and will have been validly placed (geplaatst) with the
Employees in accordance with the written resolution of the Company's
Supervisory Board dated May 9, 2002 and in accordance with all laws
applicable to the acceptance and placement (plaatsing) of the Employee
Shares.
4.7 The Company's authorised share capital (maatschappelijk kapitaal) will
be sufficient to allow for the issue of the Employee Shares.
4.8 The bank statement as meant in Section 2:93a subsection 6 Dutch Civil
Code ("CC") (bankverklaring) of a bank within the meaning of Section
2:93a subsection 3 CC, showing the sufficient amount of dollars freely
convertible into EUR at the exchange rate on the payment date of the
Employee Shares, will be filed with the Chamber of Commerce within two
weeks after the payment date of the Employee Shares.
4.9 At the time of the exercise of the Options by the Employees and the
issue of the Employee Shares, no party will possess insider knowledge
(voorwetenschap) in respect of the Company or the trade in its
securities.
4.10 The Employee Shares will have been and will be offered anywhere in the
world only in accordance with the 1995 Act on the Supervision of the
Securities Trade (Wet toezicht effectenverkeer 1995).
5 OPINION
Based on the documents, confirmations and trade register extracts
referred to and the assumptions in paragraphs 3 and 4, I am of the
opinion that the Employee Shares, when issued, will have been duly
authorised and validly issued in accordance with Dutch law and that the
Employee Shares, when issued, will be fully paid and non-assessable.
Although Dutch law is not familiar with the term "non-assessable", I
believe that it is best described as meaning that no obligation other
than to pay up the nominal amount of a share may be imposed upon a
shareholder against his will even by an amendment of the articles of
association of the Company.
6 RELIANCE
This opinion is solely for the purpose of the Registration and may be
filed with the SEC on or about October 3, 2003 pertaining to the
Registration. I hereby consent to the reference to De Brauw Blackstone
Westbroek P.C., New York, New York, under the heading "Item 8 Exhibits"
in the two Registration Statements "Post Effective Amendment No. 1 to
Form S-8" relating to the Registration to be filed with the SEC on or
about October 3, 2003 (but I do not admit that I am a person whose
consent for that filing and reference is required under Section 7 of
the United States Securities Act of 1933, as amended). Otherwise, it is
not to be transmitted to anyone nor is it to be relied upon for any
other purpose.
Yours faithfully,
/s/ Arie Schaberg
ARIE SCHABERG
for De Brauw Blackstone Westbroek P.C.