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EXHIBIT 5.1
[Form of Opinion]
[Letterhead of Jenkens & Gilchrist]
_______________, 2000
The Concours Group, Inc.
3 Kingwood Place, Suite 151
800 Rockmead Drive
Kingwood, Texas 77339
Re: Opinion as to Legality of Organization and Certain Securities of
The Concours Group, Inc.
Ladies and Gentlemen:
We have acted as securities counsel to The Concours Group, Inc., a
Delaware corporation ("Concours"), in connection with the registration under
the Securities Act of 1933, as amended ("Securities Act") of up to 2,875,000
shares of common stock, par value $.01 per share (the "Shares") of Concours as
described in a prospectus (the "Prospectus") contained Registration Statement
No. 333-32730 on Form S-1 first filed with the Securities and Exchange
Commission (the "Commission") on March 17, 2000.
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Registration
Statement, including the form of prospectus included therein and the documents
incorporated by reference therein, (ii) Concours' Amended and Restated
Certificate of Incorporation and the Amended and Restated Bylaws, each as
amended to date; (iii) copies of resolutions of the Board of Directors of
Concours authorizing the issuance of the Shares and related matters; and (iv)
such other documents and instruments as we have deemed necessary for the
expression of 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
photostatic copies. As to various questions of fact material to this opinion,
we have relied, to the extent we deem reasonably appropriate, upon
representations or certificates of officers of Concours and upon documents,
records and instruments furnished to us by Concours, without independent check
or verification of their accuracy.
Based upon the foregoing examination, we are of the opinion that:
1. Concours is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware; and
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The Concours Group, Inc.
_____________, 2000
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2. the Shares to be sold in the Offering, as described in the
Prospectus, have been duly authorized for issuance and, when such
shares are issued and delivered by Concours to the underwriters in
the manner and for the consideration stated in the Prospectus, they
will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to reference being made to our firm under the caption
"Legal Matters" in the Prospectus which forms a part of the Registration
Statement. In giving this consent, this firm does not thereby admit that it
comes into the category of persons whose consent is required under Section 7 of
the Securities Act or the rules and regulations of the Commission promulgated
thereunder.
Respectfully submitted,
Jenkens & Gilchrist,
a Professional Corporation
By:
-------------------------------------
Donald W. Brodsky
Authorized Signatory
DWB:at
