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Exhibit 5.1
FULBRIGHT & JAWORSKI L.L.P.
666 Fifth Avenue
New York, New York 10103
August 24, 2000
LaBranche & Co Inc.
One Exchange Plaza
New York, New York 10006-3008
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), on behalf
of LaBranche & Co Inc., a Delaware corporation (the "Company"), relating to
4,687,500 shares of the Company's Common Stock, $0.01 par value ("Common Stock")
to be issued pursuant to the LaBranche & Co Inc. Equity Incentive Plan (the
"Plan").
As counsel to the Company, we have examined such corporate
records, other documents and such questions of law as we have deemed necessary
or appropriate for the purposes of this opinion and, upon the basis of such
examinations, advise you that in our opinion all necessary corporate proceedings
by the Company have been duly taken to authorize the issuance of the Common
Stock pursuant to the Plan, and the shares of Common Stock being registered
pursuant to the Registration Statement, when issued and paid for in accordance
with the terms of the Plan, will be duly authorized, validly issued, fully paid
and non-assessable.
We consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. This consent is not to be construed as an admission that
we are a person whose consent is required to be filed with the Registration
Statement under the provisions of the Act.
Very truly yours,
/s/ FULBRIGHT & JAWORSKI L.L.P.
