Exhibit 5.1
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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 18, 2001
SEACOR SMIT, Inc.
11200 Richmond Ave., Suite 400
Houston, Texas 77082
Ladies and Gentlemen:
We have acted as counsel to SEACOR SMIT, Inc., a Delaware corporation
("SEACOR"), in connection with the registration under the Securities Act of
1933, as amended (the "Securities Act"), pursuant to a registration statement on
Form S-3 (file no. 333-53326) (the "Registration Statement") of (i) senior
and/or subordinated debt securities (the "Debt Securities") of the Company,
which Debt Securities may be secured or unsecured, in one or more series, which
may be issued under the Senior Indenture (the "Senior Indenture"), proposed to
be entered into between the Company and the trustee named therein, and the
Subordinated Indenture (the "Subordinated Indenture"), proposed to be entered
into between the Company and the trustee named therein, each filed as an exhibit
to the Registration Statement (collectively, the "Indentures," and each trustee,
a "Trustee"), (ii) shares of common stock, par value $0.01, of the Company (the
"Common Stock"), (iii) shares of preferred stock, par value $0.01, of the
Company (the "Preferred Stock"), in one or more series, and (iv) warrants (the
"Warrants") to purchase Debt Securities, Preferred Stock, Common Stock or other
securities of the Company as shall be designated by the Company at the time of
the offering issued pursuant to one or more warrant agreements proposed to be
entered into between the Company and a warrant agent to be named, which
securities may be offered separately or in any combination as units, to be
offered and sold by the Company from time to time pursuant to Rule 415 of the
General Rules and Regulations promulgated under the Securities Act (the
"Securities Act Rules"), with aggregate gross proceeds of up to $200,000,000 or
the equivalent thereof in one or more foreign currencies or composite
currencies, in each case pursuant to terms and conditions to be designated by
the Company at the time of offering. The Debt Securities, Preferred Stock,
Common Stock and Warrants are collectively referred to as the "Securities."
In so acting, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of such corporate records, agreements,
documents and other instruments, including (i) the Registration Statement, (ii)
the form of Senior Indenture and form of debenture thereto, (iii) the form of
Subordinated Indenture and form of debenture thereto, (iv) a copy of the
Restated Certificate of Incorporation of the Company, as amended, (v) a copy of
the Amended and Restated By-laws of the Company, and (vi) such certificates or
comparable documents of public officials and of officers and representatives of
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the Company, and have made such inquiries of such officers and representatives,
as we have deemed relevant and necessary as a basis for the opinions 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.
In rendering this opinion, we have also assumed that (i) each of the
Senior Indenture and the Subordinated Indenture will be duly authorized,
executed and delivered by the relevant Trustee and that any Debt Security that
may be issued will be manually authenticated by duly authorized officers of the
relevant Trustee; (ii) the choice of New York law in the Indentures is legal and
valid under the laws of other applicable jurisdictions; (iii) prior to any
offering and sale of Securities, the Board of Directors (or a special committee
thereof authorized to act on its behalf) of the Company will duly authorize the
terms of and the prices at which (A) the Debt Securities are to be issued and
sold in accordance with the terms of the Senior Indenture or the Subordinated
Indenture, as applicable, (B) the Warrants are to be issued and sold in
accordance with the terms of any applicable warrant agreement, (C) shares of
Preferred Stock are to be issued and sold, and (D) shares of Common Stock are to
be issued and sold either separately or in combination with other Securities;
and (iv) the denomination of any Debt Security in a currency other than United
States dollars will not contravene the currency exchange control laws of any
jurisdiction.
Based on the foregoing, and subject to the qualifications stated
herein, we are of the opinion that:
1. With respect to any offering of any series of Debt Securities (the
"Offered Debt Securities"), when (i) the Registration Statement, as finally
amended (including all necessary post effective amendments), has become
effective; (ii) an appropriate Prospectus Supplement with respect to the Offered
Debt Securities has been prepared, delivered and filed in compliance with the
Securities Act and the applicable Securities Act Rules thereunder; (iii) if the
Offered Debt Securities are to be sold pursuant to a purchase agreement with
respect to the Offered Debt Securities, such purchase agreement has been duly
authorized, executed and delivered by the Company and the other parties thereto;
(iv) the terms of the Offered Debt Securities and of their issuance and sale
have been duly established in conformity with the Senior Indenture or
Subordinated Indenture, as applicable, so as not to violate any applicable law
or the operative certificate of incorporation or by-laws of the Company or
result in a default under or breach of any agreement or instrument binding upon
the Company and so as to comply with any requirement or restriction imposed by
any court or governmental body having jurisdiction over the Company; (v) the
Senior Indenture or Subordinated Indenture, as applicable, has been qualified
under the Trust Indenture Act of 1939, as amended; and (vi) the Offered Debt
Securities have been duly executed and authenticated in accordance with the
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provisions of the Senior Indenture or the Subordinated Indenture, as applicable,
and duly delivered to the purchasers thereof upon payment of the agreed upon
consideration therefor; then (1) the Offered Debt Securities, when issued and
sold in accordance with the Senior Indenture or Subordinated Indenture, as
applicable, if any, and a duly authorized, executed and delivered purchase
agreement will be valid and binding obligations of the Company, enforceable
against the Company in accordance with their respective terms, subject to (A)
applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and similar laws affecting creditors' rights and remedies generally,
(B) as to enforceability, general principles of equity, including principles of
commercial reasonableness, good faith and fair dealing (regardless of whether
enforcement is sought in a proceeding at law or in equity), (C) requirements
that a claim with respect to any Offered Debt Securities denominated other than
in United States dollars (or a judgment denominated other than in United States
dollars in respect of such claim) be converted into United States dollars at a
rate of exchange prevailing on a date determined pursuant to applicable law, and
(D) governmental authority to limit, delay or prohibit the making of payments
outside the United States or in foreign currencies, currency units or composite
currencies; and (2) if shares of Common Stock are issuable upon conversion or
exchange of any convertible Offered Debt Securities, the shares of Common Stock
issuable upon conversion or exchange will be validly issued, fully paid and
nonassessable, assuming the execution, authentication, issuance and delivery of
the Offered Debt Securities and conversion or exchange of the Offered Debt
Securities in accordance with the terms of the Senior Indenture or Subordinated
Indenture, as applicable, relating thereto and that a sufficient number of
shares of Common Stock are authorized or reserved and available for issuance and
that the consideration therefor is not less than the par value of the Common
Stock.
We note that, as of the date of this opinion, a judgment for money in an
action based on an Offered Debt Security denominated in a foreign currency,
currency unit or composite currency in a federal or state court in the United
States ordinarily would be enforced in the United States only in United States
dollars, although certain states, including the State of New York, provide for
the rendering of judgments in foreign currencies. The date used to determine the
rate of conversion of the foreign currency, currency unit or composite currency
in which a particular Offered Debt Security is denominated into United States
dollars will depend upon various factors, including which court renders the
judgment.
2. With respect to any offering of shares of Preferred Stock and/or
Common Stock, when (i) the Registration Statement, as finally amended (including
all necessary post-effective amendments), has become effective; (ii) an
appropriate Prospectus Supplement with respect to the shares of Preferred Stock
and Common Stock, as applicable, has been prepared, delivered and filed in
compliance with the Securities Act and the applicable Securities Act Rules
thereunder; (iii) if the shares of Preferred Stock and Common Stock, as
applicable, are to be sold pursuant to a purchase agreement with respect to the
shares of Preferred Stock and Common Stock, as applicable, such purchase
agreement has been duly authorized, executed and delivered by the Company and
the other parties thereto; (iv) the Board of Directors, including any
appropriate committee appointed thereby, and appropriate officers of the Company
have taken all necessary corporate action to approve the issuance and terms of
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the shares of Preferred Stock and Common Stock, as applicable, and related
matters; (v) the terms of the shares of Preferred Stock and Common Stock, as
applicable, and of their issuance and sale have been duly established in
conformity with the operative certificate of incorporation and by-laws of the
Company so as not to violate any applicable law, the operative certificate of
incorporation or by-laws of the Company or result in a default under or breach
of any agreement or instrument binding upon the Company and so as to comply with
any requirement or restriction imposed by any court or governmental body having
jurisdiction over the Company; and (vi) certificates representing each of the
Preferred Stock and Common Stock in the form of the specimen certificates
examined by us are duly executed, countersigned, registered and delivered upon
payment of the agreed upon consideration therefor, the shares of Preferred Stock
and Common Stock, as applicable, when issued and sold in accordance with a duly
authorized, executed and delivered purchase agreement will be duly authorized,
validly issued, fully paid and nonassessable, assuming that a sufficient number
of shares of Preferred Stock and Common Stock, as applicable, are authorized and
available for issuance and that the consideration therefor is not less than the
par value of the Preferred Stock and Common Stock, as applicable.
3 With respect to any offering of any Warrants, when (i) the
Registration Statement, as finally amended (including all necessary
post-effective amendments), has become effective; (ii) an appropriate Prospectus
Supplement with respect to the Warrants has been prepared, delivered and filed
in compliance with the Securities Act and the applicable Securities Act Rules
thereunder; (iii) if the Warrants are to be sold pursuant to a purchase
agreement with respect to the Warrants, such purchase agreement has been duly
authorized, executed and delivered by the Company and the other parties thereto;
(iv) the Board of Directors, including any appropriate committee appointed
thereby, and appropriate officers of the Company have taken all necessary
corporate action to approve the issuance and terms of the Warrants and related
matters; (v) the terms of the Warrants and of their issuance and sale have been
duly established in conformity with the applicable warrant agreement and the
operative certificate of incorporation and by-laws of the Company so as not to
violate any applicable law or the operative certificate of incorporation or
by-laws of the Company or result in a default under or breach of any agreement
or instrument binding upon the Company and so as to comply with any requirement
or restriction imposed by any court or governmental body having jurisdiction
over the Company; and (vi) warrant certificates representing the Warrants in the
form examined by us are duly executed, countersigned, registered and delivered
upon payment of the agreed upon consideration therefor, the Warrants, when
issued and sold in accordance with a duly authorized, executed and delivered
purchase agreement, will be duly authorized and validly issued, assuming that a
sufficient number of shares of Preferred Stock, Common Stock, Debt Securities or
other securities of the Company, as applicable, are authorized and available for
issuance.
The opinion expressed herein is limited to the laws of the State of New
York and the General Corporation Law of the State of Delaware, and we express no
opinion as to the effect on the matters covered by this letter of the laws of
any other jurisdiction.
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We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to this firm under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement.
Very truly yours,
/s/ Weil, Gotshal & Manges LLP
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Weil, Gotshal & Manges LLP
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