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Exhibit 5-A
[Letterhead of Fulbright & Jaworski L.L.P.]
October 5, 2000
Veritas DGC Inc.
3701 Kirby Drive, Suite #112
Houston, Texas 77098
Gentlemen:
We have acted as counsel to Veritas DGC Inc., a Delaware corporation
(the "Registrant"), in connection with the registration under the Securities Act
of 1933 (the "Securities Act") of the sale of up to 3,450,000 shares of the
Registrant's common stock, par value $.01 per share (the "Shares"). The sale of
the Shares has been registered under the Registrant's Registration Statement on
Form S-3 (Registration No. 333-86247). The Shares are being sold under a
Prospectus Supplement filed October 5, 2000 with the Securities and Exchange
Commission pursuant to Rule 424(b) under the Securities Act, including the
Prospectus dated September 26, 2000 (collectively, the "Prospectus", and that
registration statement as amended and including the Prospectus, the
"Registration Statement").
We have examined originals or copies, certified or otherwise identified
to our satisfaction, of the Restated Certificate of Incorporation of the
Registrant, as amended, the Bylaws of the Registrant, as amended, the records of
relevant corporate proceedings with respect to the offering and issuance of the
Shares and such other documents and instruments as we have deemed necessary or
appropriate for the expression of the opinions contained herein. We also have
examined the Registration Statement.
We have assumed the authenticity and completeness of all records,
certificates and other instruments submitted to us as originals, the conformity
to original documents of all records, certificates and other instruments
submitted to us as copies, the authenticity and completeness of the originals of
those records, certificates and other instruments submitted to us as copies and
the correctness of all statements of fact contained in all records, certificates
and other instruments that we have examined.
Based on the foregoing, and having regard for such legal considerations
as we deem relevant, we are of the opinion that, when issued on the terms
described in the Prospectus, the Shares will be duly and validly issued, fully
paid and nonassessable.
The opinions expressed herein relate solely to, are based solely upon
and are limited exclusively to the General Corporation Law of the State of
Delaware (including the applicable provisions of the Delaware Constitution and
the reported judicial decisions interpreting those laws) and the federal laws of
the United States of America, to the extent applicable.
We hereby consent to the filing of this opinion as an exhibit to a
Current Report on Form 8-K for the purpose of incorporating this opinion as an
exhibit to the Registration Statement.
Very truly yours,
/s/ FULBRIGHT & JAWORSKI L.L.P.
Fulbright & Jaworski L.L.P.
