EXHIBIT 5
June 23, 2000
Howell Corporation
1111 Fannin Street, Suite 1500
Houston, Texas 77002
Ladies and Gentlemen:
We have acted as counsel to Howell Corporation, a Delaware corporation (the
"Company"), in connection with the proposed issuance by the Company of up to
1,039,076 shares (the "Shares") of Common Stock, $1.00 par value, upon the
exercise of options granted to participants in the Company's Omnibus Stock
Awards and Incentive Plan and the Company's Nonqualified Stock Option Plan for
Non-Employee Directors (collectively, the "Plans"). The Company is filing with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended, a Registration Statement on Form S-8 relating to the
Shares (the "Registration Statement").
We have examined originals or copies of (i) the Certificate of Incorporation of
the Company, as amended, (ii) the Bylaws of the Company, as amended, (iii) the
Plans, (iv) certain resolutions of the Board of Directors of the Company and (v)
such other documents and records as we have deemed necessary and relevant for
purposes hereof. In addition, we have relied on certificates of officers of the
Company as to certain matters of fact relating to this opinion and have made
such investigations of law as we have deemed necessary and relevant as a basis
hereof.
We have assumed the genuineness of all signatures, the authenticity of all
documents, certificates and records submitted to us as originals, the conformity
to original documents, certificates and records of all documents, certificates
and records submitted to us as copies, and the truthfulness of all statements of
fact contained therein.
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Based upon the foregoing and subject to the limitations and assumptions set
forth herein and having due regard for such legal considerations as we deem
relevant, we are of the opinion that the Shares have been duly and validly
authorized and when issued and paid for in accordance with the terms of the
Plan, for a consideration at least equal to the par value thereof, will be
validly issued, fully paid and nonassessable.
The foregoing opinion is based on and is limited to the General Corporation Law
of the State of Delaware and the relevant law of the United States of America,
and we render no opinion with respect to the law of any other jurisdiction. We
hereby consent to the filing of this opinion with the Commission as Exhibit 5 to
the Registration Statement.
Very truly yours,
/s/ Bracewell & Patterson, L.L.P.
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Bracewell & Patterson, L.L.P.
