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EXHIBIT 5
December 29, 2000
Fluor Corporation
One Enterprise Drive
Aliso Viejo, California 92656
Re: Fluor Corporation 2000 Executive Performance Incentive Plan; Fluor
Corporation 2000 Restricted Stock Plan For Non-Employee Directors
Ladies and Gentlemen:
As Senior Vice President-Law and Secretary of Fluor Corporation ("Fluor"), I am
familiar with the activities of Fluor and its corporate records. I have
participated in the authorization and preparation of the Fluor Corporation 2000
Executive Performance Incentive Plan and the Fluor Corporation 2000 Restricted
Stock Plan For Non-Employee Directors (the "Plans") and the registration
statement on Form S-8 ("Registration Statement") being filed by Fluor under the
Securities Act of 1933, as amended, for the purpose of registering 12,120,000
shares of common stock of Fluor in connection with the Plans (the "Shares").
On the basis of my knowledge of Fluor's activities and its corporate records, I
am of the opinion that the Shares will be legally issued, fully paid and
nonassessable shares of Fluor when issued and paid for in accordance with the
Plans.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to my opinion in the Registration Statement.
Sincerely,
/s/ Lawrence N. Fisher
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Lawrence N. Fisher,
Senior Vice President-Law and Secretary Fluor Corporation
