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EXHIBIT 5.1
[FULBRIGHT & JAWORSKI L.L.P. LETTERHEAD]
June 12, 2000
Tesoro Petroleum Corporation
300 Concord Plaza Drive
San Antonio, Texas 78216-6999
Gentlemen:
We have acted as counsel for Tesoro Petroleum Corporation, a Delaware
corporation (the "Company"), in connection with the authorization of 2,600,000
shares of Common Stock, $.16 2/3 par value ("Common Stock"), of the Company
issuable pursuant to the Company's Amended and Restated Executive Long-Term
Incentive Plan and 200,000 shares of Common Stock issuable pursuant to the
Company's Key Employee Stock Option Plan (collectively, the "Shares," and the
foregoing plans are referred to herein as the "Plans").
In connection therewith, we have examined, among other things, the
Plans, the Certificate of Incorporation and By-Laws of the Company and the
corporate proceedings with respect to the issuance of the Shares and such other
corporate documents as we have deemed appropriate.
Based on the foregoing, and having due regard for such legal
considerations as we have deemed relevant, we are of the opinion that the Shares
to be issued by the Company pursuant to the terms of the Plans have been duly
authorized by all requisite corporate action and, when issued in accordance with
the respective terms thereof, will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our names in the Registration
Statement.
The opinions expressed herein are limited exclusively to the General
Corporation Law of the State of Delaware and the federal securities law of the
United States of America.
The opinions expressed herein are for your sole benefit and may be
relied upon only by you.
Very truly yours,
/s/ FULBRIGHT & JAWORSKI L.L.P.
