Global Marine Inc. EXHIBIT 5.1
777 N. ELDRIDGE PARKWAY
HOUSTON, TEXAS 77079-4493
U.S.A.
TELEPHONE: 281/596-5100 June 27, 2000 Alexander A. Krezel
DIRECT: 281/596-5843 Corporate Secretary
FAX: 281/596-5196 and
[email protected] Assistant General Counsel
Global Marine Inc.
777 N. Eldridge Parkway
Houston, Texas 77079-4493
Gentlemen:
This opinion is rendered in connection with the Registration
Statement on Form S-8 (the "Registration Statement") being filed
by Global Marine Inc., a Delaware corporation (the "Company"),
with the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the"Act"), covering 7,750,000 shares of
the Company's common stock, $.10 par value per share, 7,500,000
shares of which may be issued under the Global Marine 1998 Stock
Option and Incentive Plan and 250,000 shares of which may be
issued under the Global Marine Non-Employee Director Restricted
Stock Plan (both plans being hereinafter referred to as the
"Plans"), plus certain additional shares of such stock as
indicated on the Registration Statement's cover (the "Shares").
I have acted as counsel for the Company in connection with
the Registration Statement. In so acting, I have examined
originals or copies, authenticated to my satisfaction, of such
corporate records, agreements, documents and other instruments
and such certificates of public officials and of officers and
representatives of the Company, and have made such inquiries of
such officers and representatives, as I have deemed relevant and
necessary as a basis for the opinion hereinafter set forth. In
such examination, I have assumed the genuineness of all
signatures and the authenticity of all documents submitted to me
as originals and the conformity to the original documents of
documents submitted to me as certified or photostatic copies.
Based upon the foregoing and the other qualifications and
limitations expressed herein, I am of the opinion that, in the
case of Shares originally issued by the Company, the Shares, when
issued and delivered in accordance with the terms of the
respective Plans, will be validly issued, fully paid and
nonassessable under the laws of the state of Delaware.
This opinion is limited in all respects to the General
Corporation Law of the state of Delaware as in effect on the date
hereof.
I hereby consent to the use of this opinion as an exhibit to
the Registration Statement.
Sincerely,
s / Alexander A. Krezel
Alexander A. Krezel
