<PAGE> 1
EXHIBIT 5.1
[ERVIN, COHEN & JESSUP LLP LETTERHEAD]
January 17, 2001
736-381
Newpark Resources, Inc.
3850 North Causeway Boulevard
Suite 1770
Metairie, LA 70002
Dear Gentlemen:
We have acted as counsel to Newpark Resources, Inc., a Delaware
corporation, in connection with Newpark's Registration Statement on Form S-3
being filed with the Securities and Exchange Commission (the "Registration
Statement") under the Securities Act of 1933. The Registration Statement covers
the resale of an aggregate of 5,758,422 shares of Newpark's Common Stock, $.01
par value (the "Common Stock"), by the selling stockholder named therein. The
shares consist of shares of Common Stock issuable upon conversion of and as
dividends upon 120,000 shares of Newpark's Series C Convertible Preferred Stock
issued to the selling stockholder.
In giving this opinion, we have reviewed Newpark's Certificate of
Incorporation, bylaws and corporate proceedings, and such other documents and
certificates of officers of Newpark as we have felt necessary or appropriate in
order to render the opinions expressed herein. In such examination, we have
assumed the genuineness of all signatures, the conformity with originals of all
documents submitted to us as copies, the authenticity of the originals of such
copies, the legal capacity of all natural persons and that the documents
submitted to us for our review have not been and will not be altered, amended or
repealed in any respect material to our opinions as stated herein.
Based upon and subject to the foregoing, we are of the opinion that:
(a) The shares of Common Stock issuable upon conversion of the Series C
Convertible Preferred Stock, upon issuance in accordance with the terms of the
Certificate of Rights and Preferences of the Series C Convertible Preferred
Stock (the "Certificate"), will be legally issued, fully paid and
non-assessable; and
(b) The shares of Common Stock issuable from time to time by Newpark as
dividends on the Series C Convertible Preferred Stock, upon due declaration by
the Board of Directors of Newpark of a dividend payable in shares of Common
Stock and due payment of such dividend in accordance with the Certificate, will
be legally issued, fully paid and non-assessable.
<PAGE> 2
Newpark Resources, Inc.
January 17, 2001
Page 2
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference made to us under the caption "Legal
Matters" in the prospectus constituting a part of the Registration Statement.
Very truly yours,
/s/ Ervin, Cohen & Jessup LLP
