Exhibit 5.1
June 10, 1998
Board of Directors
Hagler Bailly, Inc.
1530 Wilson Boulevard
Arlington, Virginia 22208-2406
Dear Sirs:
This firm has acted as counsel to Hagler Bailly, Inc., a
Delaware corporation (the "Company"), in connection with its registration,
pursuant to a registration statement on Form S-8 filed with the Securities and
Exchange Commission (the "Commission") on or about the date hereof (the
"Registration Statement"), of 2,573,679 shares (the "Shares") of common stock,
$.01 par value per share, of the Company (the "Common Stock"), issuable upon the
award of shares of Common Stock conditioned upon the attainment of specified
performance goals or other factors ("Restricted Stock") or upon the exercise of
options granted or to be granted pursuant to the Company's Employee Incentive
and Non-Qualified Stock Option and Restricted Stock Plan (the "Plan"). This
letter is furnished to you pursuant to the requirements of Item 601(b)(5) of
Regulation S-K, 17 C.F.R. ss.229.601(b)(5), in connection with such
registration.
For purposes of this opinion letter, we have examined copies of the following
documents.
1. An executed copy of the Registration Statement.
2. The Amended and Restated Certificate of Incorporation
of the Company as certified by the Secretary of State
of the State of Delaware on June 8, 1998, and as
certified by the Secretary of the Company on the date
hereof as then being complete, accurate and in
effect.
3. The Bylaws of the Company, as amended, as certified
by the Secretary of the Company on the date hereof as
then being complete, accurate and in effect (the
"Bylaws").
4. A copy of the Plan as adopted by the Board of
Directors of the Company and the stockholders of the
Company, and as certified by the Secretary of the
Company on the date hereof as then being complete,
accurate and in effect.
5. Resolutions of the Board of Directors of the Company
adopted at meetings held on December 11, 1996,
January 17, 1997 and March 11, 1997 and by unanimous
written consent on May 17, 1995, December 31, 1996
and January 27, 1998, as certified by the Secretary
of the Company on the date hereof as then being
complete, accurate and in effect, relating to, among
other things, the approval of the Plan and amendments
thereto and the filing of the Registration Statement.
6. Resolutions of the stockholders of the Company
adopted at meetings on April 26, 1996 and March 11,
1997, as certified by the Secretary of the Company on
the date hereof as then being complete, accurate and
in effect, relating to, among other things, the
approval of the Plan and amendments thereto.
We have not, except as specifically identified above, made any
independent review or investigation of factual or other matters, including the
organization, existence, good standing, assets, business or affairs of the
Company, or its subsidiaries or of any other matters. In our examination of the
aforesaid certificates, records and documents, we have assumed the genuineness
of all signatures, the legal capacity of natural persons, the authenticity of
all documents submitted to us as originals, and the authenticity and conformity
with the original documents of all documents submitted to us as certified,
telecopied, photostatic, or reproduced copies. We have assumed the authenticity
and accuracy of the foregoing certifications of corporate officers, on which we
are relying, and have made no independent investigations thereof.
We have not, except as specifically identified herein, been
retained or engaged to perform, nor have we performed, any independent review or
investigation of any statutes, ordinances, laws, regulations, agreements,
contracts, instruments, or corporate records to which the Company or any of its
property may be a party or may be subject. This opinion letter is given in the
context of the foregoing.
This opinion letter is based as of matters of law solely on
the applicable provisions of Delaware law, and we express no opinion as to any
other laws, statutes, rules, regulations or ordinances, including without
limitation any federal or state tax or securities laws or regulations. We note
hat our firm only requires lawyers to be qualified to practice law in the
District of Columbia, Virginia, or Maryland.
Based upon, subject to, and limited by the foregoing, we are
of the opinion that the Shares, when issues and delivered in the manner and on
the terms contemplated in the Registration Statement and the Plan (with the
Company having received the consideration therefor, the form of which is in
accordance with applicable law), will be validly issued, fully paid and
non-assessable.
We assume no obligation to advise you of any changes in the
foregoing subsequent to the delivery of this opinion. This opinion has been
prepared solely for your use in connection with the filing of the Registration
Statement on the date of this letter, and should not be quoted in whole or in
part or otherwise be referred to, nor be filed with or furnished to any
governmental agency or other person or entity, without the prior written consent
of this firm.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement. Nothing herein shall be construed to cause us to
be considered "experts" within the meaning of Section 11 of the Securities Act
of 1933, as amended, or the rules thereunder.
Very truly yours,
/s/ HOGAN & HARTSON L.L.P.
HOGAN & HARTSON L.L.P.