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EXHIBIT 5.1
[VINSON & ELKINS L.L.P. LETTERHEAD]
September 22, 2000
NATCO Group Inc.
Brookhollow Central III
2950 N. Loop West
Suite 750
Houston, TX 77092
Ladies and Gentlemen:
We have acted as counsel for NATCO Group, Inc., a Delaware corporation (the
"Company"), with respect to certain legal matters in connection with the
registration by the Company under the Securities Act of 1933, as amended (the
"Securities Act"), of the offer and sale of up to 1,000,000 shares of Class A
Common Stock, par value $.01 per share (the "Shares") pursuant to the Company's
Profit Sharing and Savings Plan (the "Plan").
In connection with the foregoing, we have examined or are familiar with the
Certificate of Incorporation of the Company, as amended, the Amended and
Restated Bylaws of the Company, the corporate proceedings with respect to the
issuance of the Shares, and the Registration Statement on Form S-8 filed in
connection with the registration of the Shares (the "Registration Statement"),
and such other certificates, instruments and documents as we have considered
necessary or appropriate for purposes of this opinion.
Based upon the foregoing, we are of the opinion that the Shares have been
duly authorized and, when the Shares are issued in accordance with the
provisions of the Plan will be validly issued and fully paid and
non-assessable.
The foregoing opinion is limited to the laws of the United States of America
and the State of Texas and to the general corporation law of the State of
Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. 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 and the rules and regulations thereunder.
Very truly yours,
/s/ Vinson & Elkins L.L.P.
