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.
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-3 (the "Registration Statement"), under the Securities Act of 1933, as
amended (the "Securities Act"), relating to the registration of up to 1,136,365
shares (the "Shares") of common stock, $.01 par value, of the Company (the
"Common Stock"). The Shares will be acquired by Credit Suisse First Boston (the
"Underwriters") pursuant to the terms of a standby purchase agreement (the
"Standby Agreement") between the Company and the Underwriters and distributed to
the public pursuant to the terms of an ISDA Master Agreement, both substantially
in the forms filed as exhibits to the Registration Statement.
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,
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SEACOR SMIT, Inc.
January 17, 2001
Page 2
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 as contemplated by the Standby Agreement relating
to the Shares, will be validly issued, fully paid and non-assessable.
The opinions expressed herein are limited to the laws of the
State of New York, 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
Weil, Gotshal & Manges LLP
