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EXHIBIT 5
[Letterhead of Fulbright & Jaworski L.L.P.]
January 17, 2001
Veritas DGC Inc.
10300 Town Park
Houston, Texas 77072
Dear Sirs:
We have acted as counsel to Veritas DGC Inc., a Delaware
corporation (the "Company"), in connection with the proposed offering by certain
selling stockholders of the Company of up to 20,243 shares (the "Shares") of
common stock, par value $.01 per share, of the Company, to be registered on a
registration statement on Form S-3 (the "Registration Statement") to be filed
with Securities and Exchange Commission by the Company on or about January 18,
2001.
As counsel to the Company, we have examined such corporate
records, documents and questions of law as we have deemed necessary or
appropriate for the purposes of this opinion. In such examinations, we have
assumed the genuineness of signatures and the conformity to the originals of the
documents supplied to us as copies. As to various questions of fact material to
this opinion, we have relied upon statements and certificates of officers and
representatives of the Company.
Based upon the foregoing, and having regard for such legal
considerations as we deem relevant, we are of the opinion that the Shares
are validly issued, fully paid and nonassessable.
The opinions expressed herein are limited exclusively to the laws
of the State of Texas, the General Corporation Law of the State of Delaware and
the federal statutory laws and regulations of the United States of America.
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Veritas DGC Inc.
January 17, 2001
Page 2
We hereby consent to the filing of this opinion as an Exhibit to
the Registration Statement and to the references to us under "Legal Matters" in
the Prospectus included in the Registration Statement. In giving these consents,
we do not hereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
/s/ Fulbright & Jaworski L.L.P.
