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EXHIBIT 5.1
[BAKER BOTTS L.L.P. LETTERHEAD]
October 2, 2000
EGL, Inc.
15350 Vickery Drive
Houston, Texas 77032
Ladies and Gentlemen:
As set forth in Post-Effective Amendment No. 1 on Form S-8 (the
"Post-Effective Amendment") to the Registration Statement on Form S-4 (No.
333-42310) to be filed by EGL, Inc., a Texas corporation (the "Company"), with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, relating to (i) 827,777 shares (the "1994 Plan Shares") of common
stock, par value $0.001 per share (the "Common Stock"), of the Company that may
be issued pursuant to the terms of the Circle International Group, Inc. 1994
Omnibus Equity Incentive Plan (the "1994 Plan"), (ii) 25,000 shares (the
"Purchase Plan Shares") of Common Stock that may be issued pursuant to the terms
of the Circle International Group, Inc. Employee Stock Purchase Plan (the
"Purchase Plan"), (iii) 116,450 shares (the "1999 Plan Shares") of Common Stock
that may be issued pursuant to the terms of the Circle International Group, Inc.
1999 Stock Option Plan (the "1999 Plan"), (iv) 158,725 shares (the "2000 Plan
Shares") of Common Stock that may be issued pursuant to the terms of the Circle
International Group, Inc. 2000 Stock Option Plan (the "2000 Plan"), and (v)
20,000 shares (the "U.K. Plan Shares" and, together with the 1994 Plan Shares,
the 1999 Plan Shares and the 2000 Plan Shares, the "Incentive Plan Shares") of
Common Stock that may be issued pursuant to the terms of the Circle
International Group, Inc. U.K. Sharesave Scheme (the "U.K. Plan" and, together
with the 1994 Plan, the 1999 Plan and the 2000 Plan, the "Incentive Plans"),
certain legal matters in connection with the Incentive Plan Shares and the
Purchase Plan Shares (collectively, the "Shares") are being passed upon for the
Company by us. At your request, this opinion is being furnished to you for
filing as Exhibit 5.1 to the Post-Effective Amendment.
In our capacity as your counsel in the connection referred to above and
as a basis for the opinions hereinafter expressed, we have examined (i) the
Company's Second Amended and Restated Articles of Incorporation and Amended and
Restated Bylaws, each as amended to date, (ii) the Agreement and Plan of Merger
dated as of July 2, 2000 by and among the Company, EGL Delaware I, Inc., a
Delaware corporation, and Circle International Group, Inc., a Delaware
corporation, pursuant to which the Company assumed all options outstanding under
the Incentive Plans and the Purchase Plan, (iii) copies of the Incentive Plans
and the Purchase Plan, (iv) originals, or copies certified or otherwise
identified, of corporate records of the Company, (v) certificates of public
officials and of representatives of the Company and (vi) statutes and other
instruments or documents. In giving such opinions, we have relied upon a
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EGL, Inc. -2- October 2, 2000
certificate of officers of the Company with respect to the accuracy of the
material factual matters contained in such certificate.
We have assumed that all signatures on all documents examined by us are
genuine, that all documents submitted to us as originals are accurate and
complete, that all documents submitted to us as copies are true and correct
copies of the originals thereof and that all information submitted to us was
accurate and complete. In addition, we have assumed for purposes of paragraphs 2
and 3 below that the consideration received by the Company for the Shares will
be not less than the par value of the Shares.
On the basis of the foregoing, and subject to the assumptions,
limitations and qualifications hereinafter set forth, we are of the opinion
that:
1. The Company is a corporation duly organized and validly existing in
good standing under the laws of the State of Texas.
2. The Incentive Plan Shares subject to original issuance by the
Company pursuant to the terms and conditions of awards granted under the
Incentive Plans have been duly authorized by all necessary corporate action
on the part of the Company. Upon issuance and sale of such Incentive Plan
Shares from time to time pursuant to the terms and conditions of such
awards granted under the Incentive Plans, including, if applicable, the
lapse of any restrictions relating thereto, the satisfaction of any
performance conditions associated therewith and any requisite
determinations by or pursuant to the authority of the Board of Directors or
a duly constituted and acting committee thereof as provided therein, and,
in the case of stock options, the exercise thereof and payment for such
Incentive Plan Shares as provided therein, such Incentive Plan Shares will
be validly issued, fully paid and nonassessable.
3. The Purchase Plan Shares subject to original issuance by the Company
have been duly authorized by all necessary corporate action on the part of
the Company, and when and to the extent issued and sold from time to time
in accordance with the terms and conditions of the Purchase Plan and upon
payment therefor as provided in the Purchase Plan, such Purchase Plan
Shares will be validly issued, fully paid and nonassessable.
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EGL, Inc. -3- October 2, 2000
This opinion is limited to the original issuance of Shares by the
Company and does not cover shares of Common Stock delivered by the Company out
of shares reacquired by it or purchased other than from the Company.
We are members of the Texas Bar and the opinions set forth above are
limited in all respects to matters of Texas law as in effect on the date hereof.
We hereby consent to the filing of this opinion as an exhibit to the
Post-Effective Amendment.
Very truly yours,
/s/ BAKER BOTTS L.L.P.
