EXHIBIT 5.1
Jenkens & Gilchrist
A PROFESSIONAL CORPORATION CHICAGO, ILLINOIS
(312) 425-3900
2200 ONE AMERICAN CENTER DALLAS, TEXAS
600 CONGRESS AVENUE (214) 855-4500
AUSTIN, TEXAS 78701-3248 HOUSTON, TEXAS
(713) 951-3300
(512) 499-3800 LOS ANGELES, CALIFORNIA
FACSIMILE (512) 404-3520 (310) 820-8800
NEW YORK, NEW YORK
(212) 704-6000
Kathryn K. Lindauer www.jenkens.com PASADENA, CALIFORNIA
(512) 499-3836 (626) 578-7400
klindauer@jenkens.com SAN ANTONIO, TEXAS
(210) 246-5000
WASHINGTON, D.C.
(202) 326-1500
March 12, 2004
ENGlobal Corporation
600 Century Plaza Drive
Suite 140
Houston, Texas 77073-6033
Re: ENGlobal Corporation--Registration Statement on Form S-8
Gentlemen:
We have acted as special counsel to ENGlobal Corporation, a Nevada
corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission on or about March 12, 2004, under
the Securities Act of 1933, as amended (the "Securities Act"), relating to
2,500,000 shares (the "Shares") of the $0.001 par value common stock (the
"Common Stock") of the Company that may be issued by the Company under the
ENGlobal Corporation 2004 Employee Stock Purchase Plan (the "Plan").
You have requested an opinion with respect to certain legal aspects of the
proposed offering. In connection therewith, we have examined and relied upon the
original, or copies identified to our satisfaction, of (1) the Articles of
Incorporation, as amended, and the Bylaws, as amended, of the Company; (2)
minutes and records of the corporate proceedings of the Company with respect to
the amendment of the Plan, the issuance of the Shares of Common Stock pursuant
to the Plan and related matters; (3) the Registration Statement and exhibits
thereto, including the amendment to the Plan; and (4) such other documents and
instruments as we have deemed necessary for the expression of the opinions
herein contained. In making the foregoing examinations, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, and the conformity to original documents of all documents
submitted to us as certified or photostatic copies. As to various questions of
fact material to this opinion, and as to the content and form of the Articles of
Incorporation, as amended, and the Bylaws, as amended, minutes, records,
resolutions and other documents or writings of the Company, we have relied, to
the extent deemed reasonably appropriate, upon representations or certificates
of officers or directors of the Company and upon documents, records and
instruments furnished to us by the Company, without independent check or
verification of their accuracy.
Based upon our examination, and consideration of, and reliance on, the
documents and other matters described above, and assuming that:
Jenkens & Gilchrist
A PROFESSIONAL CORPORATION
ENGlobal Corporation
March 12, 2004
Page 2
(1) the Shares to be sold and issued in the future will be duly issued and
sold in accordance with the terms of the Plan;
(2) the Company maintains an adequate number of authorized but unissued
shares and/or treasury shares available for issuance to those persons
who purchase Shares pursuant to the Plan; and
(3) the consideration for the Shares issued pursuant to the Plan is
actually received by the Company as provided in the Plan and exceeds
the par value of such Shares;
then, we are of the opinion that, the Shares issued or sold in accordance with
the terms of the Plan will be duly and validly issued, fully paid and
nonassessable.
We are licensed to practice law only in the State of Texas. The opinions
expressed herein are specifically limited to the laws of the State of Texas and
the federal laws of the United States of America. We hereby consent to the
filing of this opinion as an exhibit to the Registration Statement and to
references to us included in or made a part of the Registration Statement. In
giving this consent, we do not admit that we come within the category of persons
whose consent is required under Section 7 of the Securities Act or the Rules and
Regulations of the Securities and Exchange Commission thereunder.
Respectfully submitted,
Jenkens & Gilchrist,
A Professional Corporation
By: /s/ Kathryn K. Lindauer
---------------------------
Kathryn K. Lindauer, Esq.
Authorized Signatory