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EXHIBIT 5
[ARIAS, FABREGA & FABREGA LETTERHEAD]
January 8, 2001
Willbros Group, Inc.
Dresdner Bank Building
50th Street, 8th Floor
P.O. Box 850048
Panama 5, Republic of Panama
Re: Willbros Group, Inc. - Registration Statement
on Form S-8 (the "Registration Statement")
Gentlemen:
We have acted as Panamanian counsel for Willbros Group, Inc., a
Republic of Panama corporation (the "Company"), in connection with the filing
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, of the Registration Statement relating to the registration of an
additional 1,000,000 shares of Common Stock, par value $.05 per share, of the
Company (the "Shares"), issuable upon the exercise of options or pursuant to
awards granted, or which may from time to time be granted, to officers, key
employees, advisors and consultants of the Company or its subsidiaries pursuant
to the Willbros Group, Inc. 1996 Stock Plan, as amended by Amendment Number 1 to
the Willbros Group, Inc. 1996 Stock Plan (the "Plan").
We have examined the Registration Statement being filed
contemporaneously herewith. We have also examined and are familiar with an
original or copy, the authenticity of which has been established to our
satisfaction, of the Plan and all such documents, corporate records, and other
instruments as we have deemed necessary to express the opinion herein set forth.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, when issued and paid for in accordance with the terms of
the Plan and applicable authorized forms of agreement thereunder, will be
validly issued, fully paid, and non-assessable.
We are licensed to practice in the Republic of Panama and we express no
opinion as to the laws of any jurisdiction other than the Republic of Panama.
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Arias Fabrega & Fabrega
We hereby consent to the Company's filing of this opinion as an exhibit
to the Registration Statement and to the references to our firm in the
Registration Statement.
Very truly yours,
ARIAS, FABREGA & FABREGA
/s/ L. W. Watson III
L.W. Watson III
