Exhibit 5.1
JONES, WALKER
WAECHTER, POITEVENT
CARRE`RE & DENE`GRE, L.L.P.
October 3, 2000
Horizon Offshore, Inc.
Horizon Vessels, Inc.
Horizon Subsea Services, Inc.
Horizon Offshore Contractors, Inc.
2500 Citywest Boulevard, Suite 2000
Houston, Texas 77042
Re: Registration Statement on Form S-3
Gentlemen:
We have acted as your counsel in connection with the preparation
of the registration statement on Form S-3 (the "Registration
Statement") filed by Horizon Offshore, Inc. (the "Company"), Horizon
Vessels, Inc. ("Vessels"), Horizon Offshore Contractors, Inc.
("Contractors"), Horizon Subsea Services, Inc. ("Services", and
together with Vessels and Contractors, the "Guarantors") under the
Securities Act of 1933, as amended (the "Act"), with the Securities
and Exchange Commission (the "Commission"). All terms used without
other definitions are intended to have the meanings given to them in
the Registration Statement.
The Registration Statement relates to the registration of up to
$125 million maximum aggregate initial offering price of the following
securities: (a) Common Stock issued by the Company; (b) Preferred
Stock issued by the Company; (c) Warrants issued by the Company; (d)
Depositary Shares issued by the Company; (e) Debt Securities issued by
the Company; and (f) Guarantees issued by the Guarantors of Debt
Securities. The Company may also issue shares of Common Stock upon
the conversion of Debt Securities, Preferred Stock or the exercise of
Warrants registered pursuant to the Registration Statement or offered
pursuant to the Prospectus forming a part thereof. In addition, the
Registration Statement relates to the registration of up to 4,300,000
shares of Common Stock which may be sold by certain selling
stockholders. The foregoing securities are collectively referred to
as the "Securities."
The Securities may be issued from time to time in one or more
series and as set forth in a supplement to the prospectus that forms
part of the Registration Statement. The particular terms of each
series of Securities offered by a particular prospectus supplement
will be described in the prospectus supplement. The Debt Securities
will each be issued under one more or more indentures (each, an
"Indenture") to be entered into prior to the offer and sale of any
Debt Securities.
In rendering the opinions expressed below, we have examined
originals, or photostatic or certified copies, of such records and
documents of the Company and the Guarantors, certificates of officers
of the Company and the Guarantors and of public officials, and such
other documents as we have deemed relevant. In such examination, we
have assumed the genuineness of all signatures the authenticity of all
documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such documents.
Based upon the foregoing, and subject to the qualifications
stated herein, we are of the opinion that:
1. The Common Stock will be legally issued, fully paid and
non-assessable when:
A. (i) the Registration Statement, as finally amended, shall have
become effective under the Act; (ii) if the Common Stock is being
sold by the Company, the Company's Board of Directors shall have
taken all necessary corporate action to approve the issuance of
the Common Stock; and (iii) certificates representing the Common
Stock shall have been duly executed, countersigned and registered
and duly delivered to the purchasers thereof against payment of
the agreed consideration therefor in accordance with the
applicable underwriting, purchase or similar agreement; or
B. the issuance of shares of Common Stock has been duly
authorized, upon conversion or exercise of any other Security
that has been duly authorized, issued, paid for and delivered, in
accordance with the terms of such Security after the issuance of
the shares of Common Stock in accordance with the terms of such
other Security.
2. Each series of Preferred Stock will be legally issued,
fully paid and non-assessable when: (i) the Registration
Statement, as finally amended, shall have become effective under
the Act; (ii) the Company's Board of Directors shall have taken
all necessary corporate action to approve the issuance of such
Preferred Stock and to establish the terms and conditions
thereof; (iv) a prospectus supplement with respect to such series
of Preferred Stock shall have been filed (or transmitted for
filing) with the Commission pursuant to Rule 424(b) under the
Act; and (v) certificates representing such series of Preferred
Stock shall have been duly executed, countersigned and registered
and duly delivered to the purchasers thereof against payment of
the agreed consideration therefor in accordance with the
applicable underwriting, purchase or similar agreement.
3. Each series of Warrants will be legally issued and
binding obligations of the Company when: (i) the Registration
Statement, as finally amended, shall have become effective under
the Act; (ii) a Warrant Agreement relating to such Warrants
shall have been duly authorized, executed and delivered by the
Company and the warrant agent or agents thereunder; (iii) the
Company's Board of Directors shall have taken all necessary
corporate action to approve the issuance of such Warrants and
to establish the terms and conditions thereof; (iv) a prospectus
supplement with respect to such Warrants shall have been filed
(or transmitted for filing) with the Commission pursuant to
Rule 424(b) under the Act; (v) any and all actions required
under the Indenture to validly issue the Debt Securities and
under the Delaware General Corporation Law to validly issue the
Common Stock or Preferred Stock upon exercise of the Warrants
shall have been taken; and (vi) such Warrants shall have been
duly executed and authenticated or countersigned as provided in
the Warrant Agreement relating thereto and duly delivered to the
purchasers thereof against payment of the agreed consideration
therefor in accordance with the applicable underwriting, purchase
or similar agreement.
4. The Depositary Shares will be legally issued, fully paid
and non-assessable when: (i) the Registration Statement, as
finally amended, shall have become effective under the Act; (ii)
the Company's Board of Directors shall have taken all necessary
corporate action to approve the issuance of the Depositary
Shares; and (iii) depositary receipts shall have been duly
delivered in accordance with the terms of a deposit agreement
against the deposit of duly authorized, validly issued, fully
paid and non-assessable shares of Preferred Stock.
5. Each series of Debt Securities and the Guarantees will
be legally issued and constitute the valid and binding
obligations of the Company and Guarantor, as the case may be,
when: (i) the Registration Statement, as finally amended, shall
have become effective under the Act; (ii) any necessary
supplemental indenture to the related Indenture shall have been
duly authorized, executed and delivered by the Company and the
Trustee; (iii) the Company's and the Guarantor's respective
boards of directors shall have taken all necessary corporate
action to approve the issuance of such Debt Securities and
Guarantees and to establish the terms and conditions thereof;
(iv) a prospectus supplement with respect to such series of Debt
Securities and Guarantees shall have been filed (or transmitted
for filing) with the Commission pursuant to Rule 424(b) under
the Act; and (v) any required certificates representing such
series of Debt Securities and Guarantees shall have been duly
authenticated, executed and delivered in accordance with the
related Indenture against payment therefor in accordance with the
applicable underwriting agreement or upon exchange in accordance
with the terms of any other Security that has been duly
authorized, issued, paid for and delivered.
The opinions set forth in paragraphs 3, 4 and 5 hereof 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 of the United
States or in a foreign currency or currency unit.
In connection with our opinions expressed above, we have assumed
that, at or prior to the time of the delivery of any such Security: (i)
if the Security is being issued by the Company or any of the Guarantors,
the board of directors of the Company or Guarantors, as the case may be,
shall have duly authorized the issuance and sale of such Security and
such authorization shall not have been modified or rescinded; (ii)
the Registration Statement shall have been declared effective and such
effectiveness shall not have been terminated or rescinded; (iii) the
Indenture, if any, shall have been duly authorized, executed and delivered
by the Company, the Guarantor and the trustee and shall have been
qualified under the Trust Indenture Act of 1939, as amended; and (iv)
there will not have occurred any change in law affecting the validity or
enforceability of such Security. We have also assumed that none of the
terms of any Security to be established subsequent to the date hereof
nor the issuance and delivery of such Security, nor the compliance by
the Company or any Guarantor with the terms of such Security, nor
the compliance by the Company or any Guarantor 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 Guarantor, or any restriction imposed by any court
or governmental body having jurisdiction over the Company or any
Guarantor.
The foregoing opinion is limited in all respects to the laws of
the States of Delaware and Louisiana and federal laws, and we are
expressing no opinion as to the effect of the laws of any other
jurisdiction, domestic or foreign.
We consent to the filing of this opinion as an exhibit to
the Registration Statement and to the reference to us in the prospectus
included therein under the caption "Legal Matters." In giving this
consent, we do not admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as
amended, or the general rules and regulations of the Commission
promulgated thereunder.
Very truly yours,
/s/ Jones, Walker, Waechter, Poitevent,
Carre`re & Dene`gre, L.L.P.
----------------------------------------
JONES, WALKER, WAECHTER, POITEVENT,
CARRE`RE & DENE`GRE, L.L.P.
