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Exhibit 5
BARTON, KLUGMAN & OETTING LLP
333 South Grand Avenue - Suite 3700
Los Angeles, California 90071-1599
Telephone (213) 621-4000
Telecopier (213) 825-1832
June 9, 2000
Jacobs Engineering Group Inc.
1111 South Arroyo Parkway
Pasadena, CA 91105
Ladies and Gentlemen:
This firm is counsel to Jacobs Engineering Group Inc. (the
"Registrant") and has advised the Registrant in connection with the adoption of
the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan (the "1999 Plan") as
described in the Registrant's Registration Statement on Form S-8 under the
Securities Act of 1933 and covering 2,000,000 shares of its common stock
reserved for the 1999 Plan (the "Registration Statement").
We have examined the Registration Statement and originals or copies,
certified or otherwise and identified to our satisfaction, of such corporate
records, documents, certificates and statements of officers and accountants of
the Registrant and of public officials and such other documents as we have
considered necessary for the purpose of rendering this opinion.
Based on the foregoing and such other matters of fact and law as we
deem relevant for the purpose of rendering the opinions expressed herein, we are
of the opinion that:
1. The shares of the Registrant's common stock reserved for
issuance under the 1999 Plan have been duly authorized for issuance and
when issued in the manner contemplated by the Registration Statement will
be duly issued, fully paid and non-assessable, with no personal liability
attached to the ownership thereof under the laws of the State of Delaware,
the state of incorporation of the Registrant or of the State of California,
the state in which the Registrant's principal place of business is located;
2. The 1999 Plan is not subject to the requirements of the
Employee Retirement Income Security Act of 1974, is not required to be
qualified under Section 401 of Internal Revenue Code, and has not been so
qualified.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the use of our name under the heading "LEGAL
OPINIONS" in the prospectus forming a part of the Registration Statement. In
giving such consent, we do not thereby admit that we come within the category of
persons whose consent, is required under Section 7 of the Securities Act of 1933
or the Rules and Regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
BARTON, KLUGMAN & OETTING LLP
