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EXHIBIT 5.1
October 30, 2000
RailWorks Corporation
6225 Smith Avenue
Suite 200
Baltimore, Maryland 21209
Re: RailWorks Corporation
Registration Statement on Form S-3
Gentlemen:
We have acted as counsel for RailWorks Corporation, a Delaware
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-3 (the "Registration Statement") to be filed
with the Securities and Exchange Commission relating to 3,859,830 shares of
common stock outstanding as of the date hereof that may be sold by certain
stockholders of the Company (the "Shares").
As such counsel, we have examined and relied upon such records,
documents, certificates and other instruments 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.
The opinions expressed herein are limited in all respects to the
corporate 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 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 are
validly issued, fully paid and nonassessable.
This opinion is given as of the date hereof, and we assume no
obligation to advise you after the date hereof of facts or circumstances that
come to our attention or changes in law that occur which could affect the
opinions contained herein. This letter is being rendered solely for the benefit
of RailWorks Corporation in connection with the matters addressed herein. This
opinion may not be furnished to or relied upon by any person or entity for any
purpose without our prior written consent.
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We consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ KING & SPALDING
