<PAGE> 1
EXHIBIT 5.1
Porter & Hedges, L.L.P.
Attorneys at Law
700 Louisiana, Suite 3500
Houston, Texas 77002
July 6, 2000
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: REGISTRATION STATEMENT FORM S-3 GREY WOLF, INC.
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, on a Registration Statement on Form S-3 (the "Registration
Statement") of the offer and resale from time to time of 14,714,500 shares (the
"Shares") of the Company's common stock, par value $.10 per share (the "Common
Stock").
We have examined 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 (1)
the Shares (other than Shares issuable upon the exercise of options) are duly
authorized, legally issued, and, to our knowledge, are fully paid and
non-assessable; and (2) the Shares issuable upon exercise of options, if, as and
when issued by the Company, are duly authorized and, upon exercise thereof in
the manner and for the consideration expressed in such options, will be legally
issued, fully paid and non-assessable.
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.
