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EXHIBIT 5.1
[KING & SPALDING LETTERHEAD]
DIRECT DIAL:
713/751-3200
January 5, 2001
Universal Compression Holdings, Inc.
4440 Brittmoore Road
Houston, Texas 77041
Re: Universal Compression Holdings, Inc. -- Form S-3 Registration Statement
Ladies and Gentlemen:
We have acted as counsel for Universal Compression Holdings, Inc., a
Delaware corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-3 (the "Registration Statement") filed with the
Securities and Exchange Commission relating to the registration of 900,726
shares of common stock, par value $.01 per share, outstanding as of the date
hereof that may be sold by certain shareholders of the Company (the "Common
Stock").
In connection with the opinion expressed herein, we have assumed that the
Registration Statement will have become effective and the Common Stock covered
by this opinion will be issued and sold in compliance with applicable federal
and state securities laws and in the manner described in the Registration
Statement and the applicable prospectus.
We have examined and relied upon such records, documents, certificates and
other instruments in connection with this opinion as in our judgment are
necessary or appropriate to form the basis for the opinions hereinafter set
forth. In all such examinations, we have assumed the genuineness of signatures
on original documents and the conformity to such original documents of all
copies submitted to us as certified, conformed or photographic copies, and as to
certificates of public officials, we have assumed the same to have been properly
given and to be accurate.
This opinion is limited in all respects to the General Corporation Law of
the State of Delaware, and no opinion is expressed with respect to the laws of
any other jurisdiction or any effect which such laws may have on the opinions
expressed herein. This opinion is limited to the
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Universal Compression Holdings, Inc.
January 5, 2001
Page 2
matters stated herein, and no opinion is implied or may be inferred beyond the
matters expressly stated herein.
Based upon the foregoing, we are of the opinion that the shares of Common
Stock are validly issued, fully paid and nonassessable.
This opinion is given as of the date hereof, and we assume no obligation to
update this opinion to reflect any fact or circumstance that may hereafter come
to our attention or any change in law or regulation that may hereafter occur.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to us under the caption "Legal Matters" in the
prospectus that forms a part thereof. In giving such consent, we do not thereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Act.
Very truly yours,
/s/ KING & SPALDING
KING & SPALDING
