Exhibit 5.1
GRIGGS & HARRISON, P.C.
1301 McKinney, Suite 3200
Houston, Texas 77010-3033
Telephone: 713-651-0600
Facsimile: 713-651-1944
August 28, 2000
GulfMark Offshore, Inc.
5 Post Oak Park, Suite 1170
Houston, Texas 77027
Re: Registration Statement on Form S-3
Gentlemen:
We have acted as counsel for GulfMark Offshore, Inc., a Delaware
corporation (the "Company"), in connection with a registration statement on
Form S-3 (the "Registration Statement") filed by the Company with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act"), relating to (I) shares of the Company's
common stock, par value $0.01 per share (the "Common Stock"), (ii) shares of
the Company's preferred stock, in one or more series (the "Preferred Stock"),
(iii) warrants ("Warrants") to purchase Common Stock, and (iv) unsecured debt
securities, in one or more series, consisting of notes, debentures or other
evidences of indebtedness (the "Debt Securities"), to be issued from time to
time pursuant to Rule 415 under the Act for an aggregate initial offering
price not to exceed $125,000,000 (any or all of which are collectively
referred to herein as the "Securities"). Each capitalized term used herein,
unless otherwise defined herein, has the meaning ascribed to it in the
Registration Statement.
Before rendering our opinion, we examined certain corporate records of
the Company, including its Certificate of Incorporation, Bylaws, and certain
resolutions of the Board of Directors of the Company. We also examined the
Registration Statement, together with the exhibits thereto, and such
certificates of officers of the Company, other documents and records as we
have deemed necessary for the purposes of this opinion. As to matters of fact
relevant to the opinions expressed herein, and as to factual matters arising
in connection with our examination of corporate documents, records and other
documents and writings, we relied upon certificates and other communications
of corporate officers of the Company, without further investigation as to the
facts set forth therein.
In connection with this opinion, we have assumed that (I) the
Registration Statement, and any amendments thereto (including post-effective
amendments), will have become effective; (ii) a Prospectus Supplement will
have been prepared and filed with Commission describing the Securities offered
thereby; (iii) all Securities will be issued and sold in compliance with
applicable federal and state securities laws and in the manner stated in the
Registration Statement and the appropriate Prospectus Supplement; (iv) a
definitive purchase, underwriting or similar agreement with respect to any
Securities offered will have been duly authorized and validly executed and
delivered by the Company and the other parties thereto; and (v) any Securities
issuable upon conversion, exchange or exercise of any other Security being
offered will be duly authorized, created and, if appropriate, reserved for
issuance upon such conversion, exchange or exercise. In addition, we have
assumed that there will not have occurred any change in law affecting the
validity or enforceability of such Security, and that none of the terms of any
Security to be established subsequent to the date hereof, nor the issuance and
delivery of any such Security, nor the compliance by the Company with the
terms of such Security, will violate any applicable law or will result in a
violation of any provision of any instrument or agreement then binding upon
the Company, or any restriction imposed by any court or governmental body
having jurisdiction over the Company.
Based upon the foregoing and subject to the limitations and
qualifications set forth below, we are of the opinion that:
1. The shares of Common Stock will be duly authorized, validly
issued, fully paid and nonassessable when (a) the Board of
Directors of the Company, or to the extent permitted by the
Delaware General Corporation Law, a duly constituted and acting
committee thereof (such Board of Directors or committee being
referred to herein as the "Board"), has taken all necessary
corporate action to approve the issuance of and the terms of the
offering of the shares of Common Stock and related matters; and
(b) certificates representing the shares of Common Stock have been
duly executed, countersigned, registered and delivered either (i)
in accordance with the applicable definitive purchase,
underwriting or similar agreement approved by the Board upon
payment of the consideration therefor (not less than the par
value of the Common Stock) provided for therein, or (ii) upon
conversion or exercise of any other Security in accordance with
the terms of such Security or the instrument governing such
Security providing for such conversion or exercise as approved
by the Board, for the consideration approved by the Board (not
less than the par value of the Common Stock).
2. The shares of Preferred Stock will be duly authorized, validly
issued, fully paid and nonassessable when (a)the Board has taken
all necessary corporate action to approve the issuance and terms
of the shares of Preferred Stock, the terms of the offering
thereof and related matters, including the adoption of a statement
establishing relative rights and preferences relating to such
Preferred Stock and the filing of such statement with the
Secretary of State of the State of Delaware; and (b) certificates
representing the shares of Preferred Stock have been duly
executed, countersigned, registered and delivered either (i) in
accordance with the applicable definitive purchase, underwriting
or similar agreement approved by the Board upon payment of the
consideration therefor provided for therein, or (ii)upon exercise
of any other Security, in accordance with the terms of such
Security or the instrument governing such Security providing for
such exercise as approved by the Board, for the consideration
approved by the Board.
3. The Warrants will be duly authorized and validly issued when (a)
the Board has taken all necessary corporate action to approve the
creation of and the issuance and terms of the Warrants, the terms
of the offering thereof and related matters; (b) the Warrant
Agreement and other agreements relating to the Warrants have been
duly authorized and validly executed and delivered by the Company
and the warrant agent appointed by the Company; and (c) the
Warrants or certificates representing the Warrants have been
duly executed, countersigned, registered and delivered in
accordance with the appropriate Warrant Agreement, any other
agreements relating to the Warrants and the applicable definitive
purchase, underwriting or similar agreement approved by the
Board upon payment of the consideration therefor provided for
therein.
4. Each series of Debt Securities will be legally issued and will
constitute valid and binding obligations of the Company when (a)
the Indenture has been duly qualified under the Trust Indenture
Act of 1939, as amended; (b) the Board has taken all necessary
corporate action to approve the issuance and terms of such Debt
Securities, the terms of the offering thereof and related matters;
and (c) such Debt Securities have been duly executed,
authenticated, issued and delivered in accordance with the
provisions of the applicable Indenture and in accordance with the
applicable definitive purchase, underwriting or similar agreement
approved by the Board upon payment of the consideration therefor
provided for therein.
The opinions set forth in numbered paragraph 4 are subject to the
qualification that enforceability may be limited by (I) applicable bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium or similar laws of
general applicability relating to or affecting the enforcement of creditors'
rights, (ii) general principles of equity (regardless of whether
enforceability is considered in a proceeding in equity or at law), and (iii)
governmental authority to limit, delay or prohibit the making of payments
outside the United States or in a foreign currency or currency unit.
Very truly yours,
/s/ Griggs & Harrison, P.C.
GRIGGS & HARRISON, P.C.
