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EXHIBIT 5.1
[PORTER & HEDGES, L.L.P. LETTERHEAD]
July 12, 2000
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: REGISTRATION STATEMENT ON FORM S-8 GREY WOLF, INC. 1996
EMPLOYEE STOCK OPTION PLAN
Ladies and Gentlemen:
We have acted as counsel to Grey Wolf, Inc., a Texas corporation ("the
Company"), in connection with the registration under the Securities Act of 1933,
as amended (the "Securities Act"), on a Registration Statement on Form S-8 of an
additional 3,000,000 shares ("the Shares") of the Company's common stock, par
value $.10 per share ("the Common Stock"), issuable pursuant to the Company's
1996 Employee Stock Option, as amended (the "Employee Plan").
We have examined the Employee Plan and such corporate records,
documents, instruments and certificates of the Company, and have reviewed such
questions of law as we have deemed necessary, relevant or appropriate to enable
us to render the opinion expressed herein. In such examination, we have assumed
without independent investigation the authenticity of all documents submitted to
us as originals, the genuineness of all signatures, the legal capacity of all
natural persons, and the conformity of any documents submitted to us as copies
to their respective originals. As to certain questions of fact material to this
opinion, we have relied without independent investigation upon statements or
certificates of public officials and officers of the Company.
Based upon such examination and review, we are of the opinion that the
Shares have been duly and validly authorized and will, upon issuance and
delivery as contemplated by the Employee Plan, be validly issued, fully paid and
nonassessable outstanding shares of Common Stock.
We consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the prospectus included as a part of the Registration Statement. In
giving this consent, we do not admit that this firm is in the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission promulgated thereunder.
This opinion is rendered on the date hereof and we disclaim any duty to
advise you regarding any changes in the matters addressed herein.
Very truly yours,
/s/ PORTER & HEDGES, L.L.P.
PORTER & HEDGES, L.L.P.
