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EXHIBIT 5.1
JOHN D. HELD, ESQ.
1717 ST. JAMES PLACE, SUITE 550
HOUSTON, TEXAS 77056
August 8, 2000
Omega Protein Corporation
1717 St. James Place, Suite 550
Houston, Texas 77056
Gentlemen:
I am rendering this opinion letter to you on behalf of Omega Protein
Corporation, a Nevada corporation (the "Company"), in connection with the
preparation of the Company's Registration Statement on Form S-8 (the
"Registration Statement") filed by the Company under the Securities Act of 1933,
as amended (the "Securities Act"), with respect to 5,974,674 shares of common
stock of the Company (the "Shares") in connection with the Omega Protein
Corporation 2000 Long-Term Incentive Plan (the "Plan").
As the basis for the opinion hereinafter expressed, I have examined
such statutes, regulations, corporate records and documents, certificates of
corporate and public officials, and other instruments as I have deemed necessary
or advisable for the purposes of this opinion. In such examination I have
assumed the authenticity of all documents submitted to me as originals and the
conformity with the original documents of all documents submitted to me as
copies.
Based upon the foregoing, and subject to the limitations and
assumptions set forth below, and having due regard for such legal considerations
as I deem relevant, I am of the opinion that the Shares will, when issued and
paid for in accordance with the terms of the Plan and the related award
agreements with consideration at least equal to the par value of such shares, be
legally issued, fully paid and non-assessable.
This opinion is based on the federal laws of the United States of
America and the General Corporation Laws of the State of Nevada. I hereby
consent to the filing of this opinion with the Securities and Exchange
Commission as Exhibit 5.1 to the Registration Statement. This opinion is
rendered solely for your benefit and may not be relied upon in any manner by any
other person or entity without my express written consent.
Very truly yours,
