<PAGE> 1
Exhibit 5.1
Opinion of Gardere Wynne Sewell LLP
[GARDERE WYNNE SEWELL LLP LETTERHEAD]
December 5, 2000
Seitel, Inc.
50 Briar Hollow Lane, 7th Floor West
Houston, Texas 77027
Gentlemen:
We have acted as counsel for Seitel, Inc. (the "Company") in connection
with the registration statement on Form S-8 of the Company (the "Registration
Statement"), which is being filed on or about the date hereof by the Company
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act"), for the registration under the Act of 2,084,300 shares (the
"Shares") of common stock, par value $.01 per share, of the Company ("Common
Stock") (i) to be issued by the Company under its 2000 Stock Option Plan upon
exercise of options issued thereunder, (ii) to be issued by the Company under
its Company's Amended and Restated 1998 Employee Stock Purchase Plan (the "1998
Plan", and together with the Company's 2000 Stock Option Plan, the "Plans") upon
exercise of certain additional warrants to be issued thereunder, (iii) issued
and sold to Paul A. Frame, Herbert M. Pearlman and David S. Lawi pursuant to
Employment Agreement Amendments entered into with the Company (collectively, the
"Employment Agreements"), and (iv) to be issued upon the exercise of warrants
granted to Kevin S. Fiur and William Leaky in connection with their joining the
Company (the "Warrants").
In the capacity as counsel for the Company, we have familiarized ourselves
with the Certificate of Incorporation of the Company, as amended, and the Bylaws
of the Company, as amended. We have examined all statutes and other records,
instruments and documents pertaining to the Company that we have deemed
necessary to examine for the purpose of this opinion.
Based upon and subject to the foregoing, we are of the opinion that (i) the
Shares to be issued in accordance with the terms of the Plans and the Warrants
will be validly issued, fully paid, and non-assessable, (ii) the Shares issued
pursuant to the terms of the Employment Agreements are validly issued, fully
paid, and non-assessable.
We are members of the Bar of the State of Texas and we do not express an
opinion herein concerning any other law other than the laws of the State of
Texas, the federal law of the United States, and the Delaware General
Corporation Law.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the Prospectus forming a part thereof.
Very truly yours,
GARDERE WYNNE SEWELL LLP
BY: /s/ William Mark Young
------------------------------------------------
William Mark Young
