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EXHIBIT 5.1
[ERVIN, COHEN & JESSUP LLP LETTERHEAD]
June 22, 2000
736-363
Newpark Resources, Inc.
3850 North Causeway Boulevard
Suite 17770
Metairie, LA 70002
Dear Gentlemen:
We have acted as your counsel in connection with the preparation of a
Registration Statement on Form S-8 to be filed with the Securities and Exchange
Commission (the "Registration Statement") with respect to 2,750,000 shares of
Common Stock of Newpark Resources, Inc., a Delaware corporation (the "Company"),
reserved for issuance from time to time upon the exercise of stock options
granted pursuant to the Company's 1995 Incentive Stock Option Plan (the "1995
Plan"). The foregoing shares of Common Stock are hereinafter referred to as the
"Shares".
We have made such legal and factual examinations and inquiries as we
deemed advisable for the purpose of rendering this opinion. Based upon our
examinations and inquiries, it is our opinion that the Shares have been duly
authorized by the Board of Directors of the Company and, when issued in
accordance with the terms of the 1995 Plan, and options granted pursuant
thereto, the Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Ervin, Cohen & Jessup LLP
