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Exhibit 5.1
[LETTERHEAD OF FULBRIGHT & JAWORSKI L.L.P.]
June 15, 2000
LaBranche & Co Inc.
One Exchange Plaza
New York, NY 10006
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-4, as amended
(the "Registration Statement"), filed by LaBranche & Co Inc., a Delaware
corporation (the "Company"), under the Securities Act of 1933, as amended
(the "Act"), relating to the 12% Senior Subordinated Notes due 2007 (the
"Exchange Notes") to be offered in exchange for all outstanding 12% Senior
Subordinated Notes due 2007 (the "Initial Notes"), pursuant to an indenture
(the "Indenture"), dated as of March 2, 2000, between the Company and Firstar
Bank, N.A., as trustee, you have requested our opinion, as counsel for the
Company, with respect to the validity of issuance and enforceability of the
Exchange Notes. Our opinion set forth below is limited to the General
Corporation Law of the State of Delaware.
We assume that appropriate action will be taken, prior to the offer of
Exchange Notes, to register and qualify the Exchange Notes for sale under all
applicable state securities or "blue sky" laws.
As counsel for the Company, we have examined such corporate records,
other documents and questions of law as we have considered necessary or
appropriate for the purposes of this opinion. In our examination of the
foregoing documents, we have assumed the genuineness of all signatures and
the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as
certified or photostatic copies, and the authenticity of the originals of
such latter documents.
Based on the foregoing and subject to the assumptions and qualifications
set forth above, we advise you that, in our opinion, when the Exchange Notes,
in the form filed as an exhibit to the Registration Statement, have been duly
executed and authenticated in accordance with the Indenture, and duly issued
and delivered by the Company in exchange for an equal principal amount of
Initial Notes pursuant to the terms of the Registration Rights Agreement, as
filed as an exhibit to the Registration Statement, the Exchange Notes will be
legal, valid, binding and enforceable obligations of the Company entitled to
the benefits of the Indenture, subject to applicable bankruptcy, insolvency
and similar laws affecting creditors' rights generally and to general
principles of equity.
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June 15, 2000
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to this firm under the caption
"Legal Matters" in the Prospectus contained therein. This consent is not to
be construed as an admission that we are a party whose consent is required to
be filed with the Registration Statement under the provisions of the Act or
the rules and regulations of the Securities and Exchange Commission
promulgated thereunder.
Very truly yours,
/s/ Fulbright & Jaworski L.L.P.
