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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 in Registration Statement
No. 333-32730 on Form S-1 (the "Registration Statement") 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, without investigation, the genuineness of all signatures and
the authenticity of all documents submitted to us as originals, the conformity
to original photostatic copies and the veracity of all such 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 our examination, consideration of, and reliance on the
documents and other matters described above, 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
Page 2
2. the Shares to be sold in the Offering, as described in the
Prospectus, have been duly authorized for issuance and, when 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 us under the caption
"Legal Matters" in the Prospectus which forms 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 Commission promulgated thereunder.
The opinions expressed herein are limited to the laws of the State of
Delaware, the General Corporation Law of the State of Delaware, and the federal
laws of the United States of America and we assume no responsibility as to the
applicability thereto, or the effect thereon, of the laws of any other
jurisdiction. You should be aware that this firm is not admitted to the practice
of law in the State of Delaware and the opinion herein is based solely on
unofficial compilations of the General Corporation Law of the State of Delaware.
Respectfully submitted,
Jenkens & Gilchrist,
a Professional Corporation
By:
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Donald W. Brodsky
Authorized Signatory
DWB:at
