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EXHIBIT 5.1
June 21, 2000
Board of Directors
Basic Energy Services, Inc.
406 North Big Spring
Midland, Texas 79701
Gentlemen:
We have acted as counsel to Basic Energy Services, Inc., a
Delaware corporation (the "Company"), in connection with the preparation and
filing with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"), of the Registration Statement on
Form S-1 filed by the Company with the Commission on March 23, 2000, as amended
through the date hereof (the "Registration Statement"), with respect to the
offering and sale by the Company of up to 5,635,000 shares (the "Shares") of
common stock, par value $0.01 per share (the "Common Stock"), of the Company.
This opinion also relates to any registration statement of the Company relating
to the registration of additional shares of Common Stock pursuant to Rule 462(b)
under the Act.
We have examined originals or copies of (i) the Amended and
Restated Certificate of Incorporation of the Company; (ii) the Restated Bylaws
of the Company; (iii) certain resolutions of the Board of Directors and the
stockholders of the Company; and (iv) such other documents and records as we
have deemed necessary and relevant for purposes hereof. We have relied upon
certificates of public officials and officers of the Company as to certain
matters of fact relating to this opinion and have made such investigations of
law as we have deemed necessary and relevant as a basis hereof. We have not
independently verified any factual matter relating to this opinion.
We have assumed the genuineness of all signatures, the
authenticity of all documents, certificates and records submitted to us as
copies, and the conformity to original documents, certificates and records of
all documents, certificates and records submitted to us as copies.
Based upon the foregoing, and subject to the limitations and
assumptions set forth herein, and having due regard for such legal
considerations as we deem relevant, we are of the opinion that:
The issuance of the Common Stock has been duly authorized, and
when issued and delivered by the Company against payment therefor as described
in the Registration Statement, such shares will be validly issued, fully paid
and nonassessable.
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Basic Energy Services, Inc.
June 21, 2000
Page 2
The foregoing opinion is based on and is limited to the
General Corporation Law of the State of Delaware and the relevant laws of the
United States of America, and we render no opinion with respect to the laws of
any other jurisdiction.
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as Exhibit 5.l to the Registration Statement
and to the reference to this firm under the caption "Legal Matters" in the
prospectus contained in the Registration Statement. By giving such consent, we
do not admit that we are included within the category of persons whose consent
is required under Section 7 of the Securities Act or the rules and regulations
issued thereunder. This opinion may be incorporated by reference in a
registration statement of the Company relating to the registration of additional
shares of Common Stock pursuant to Rule 462(b) under the Securities Act, in
which case the opinions expressed herein will apply to the additional shares
registered thereunder.
Very truly yours,
/s/ Andrews & Kurth L.L.P.
1173/1198/2606/2799
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