WEIL, GOTSHAL & MANGES LLP
A LIMITED LIABILITY PARTNERSHIP
INCLUDING PROFESSIONAL CORPORATIONS
767 FIFTH AVENUE
NEW YORK, NY 10153
212-310-8000
(FAX) 212-310-8007
January 17, 2001
SEACOR SMIT, Inc.
1370 Avenue of the Americas, 25th Floor
New York, New York 10019
Ladies and Gentlemen:
We have acted as counsel to SEACOR SMIT, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission of the Company's Registration Statement
on Form S-4, Registration No. 333-53320 (as amended, the "Registration
Statement"), under the Securities Act of 1933, as amended (the "Securities
Act"), relating to the registration of 1,000,000 shares (the "Shares") of common
stock, $.01 par value, of the Company (the "Common Stock").
In so acting, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the Restated
Certificate of Incorporation of the Company, as amended to date, the Amended and
Restated By-laws of the Company, as amended to date, the Registration Statement,
and such corporate records, agreements, documents and other instruments, and
such certificates or comparable documents of public officials and of officers
and representatives of the Company, and have made such inquiries of such
officers and representatives, as we have deemed relevant and necessary as a
basis for the opinion hereinafter set forth.
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed or photostatic copies and
the authenticity of the originals of such latter documents. As to all questions
of fact material to this opinion that have not been independently established,
we have relied upon certificates or comparable documents of officers and
representatives of the Company.
Based on the foregoing, and subject to the qualifications
stated herein, we are of the opinion that the Shares have been duly authorized,
and, when issued and paid for (a) in accordance with the terms of the definitive
agreements governing the issuance of such Shares (the "Acquisition Agreements"),
assuming (i) that at least par value will be paid for the Shares, (ii) that the
execution and delivery of the Acquisition Agreements and the issuance of the
Shares governed thereby are duly authorized and approved by the Board of
Directors of the Company, and (iii) the completion of all actions and
proceedings to be taken in order to permit the such issuances to be carried out
in accordance with applicable securities laws, and (b) as contemplated by the
Registration Statement and/or the applicable Prospectus Supplement relating to
the Shares, the Shares will be validly issued, fully paid and non-assessable.
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January 17, 2001
Page 2
The opinions expressed herein are limited to the laws of
the corporate laws of the State of Delaware and the federal laws of the United
States, and we express no opinion as to the effect on the matters covered by
this letter of the laws of any other jurisdiction.
We hereby consent to all references to our firm included in
the Registration Statement and to any and all references to our firm in the
Prospectus which is a part of the Registration Statement.
Very truly yours,
/s/ Weil, Gotshal & Manges LLP
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Weil, Gotshal & Manges LLP
