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EXHIBIT 5.1
[FORM OF OPINION OF VINSON & ELKINS L.L.P.]
(713) 758-2222 (713) 758-2346
June 1, 2000
Global Industries, Ltd.
8000 Global Drive
Sulphur, Louisiana 70665
Re: Global Industries, Ltd. (the "Company"): Registration Statement on
Form S-3 under the Securities Act of 1933 (the "Act")
Ladies and Gentlemen:
We have acted as counsel for the Company, a Louisiana corporation,
relating to the Company's (i) unsecured debt securities, in one or more series,
consisting of notes, debentures or other evidences of indebtedness (the "Debt
Securities"), (ii) shares of preferred stock, par value $0.01 per share, in one
or more series (the "Preferred Stock"), which may be issued in the form of
depositary shares evidenced by depositary receipts (the "Depositary Shares"),
(iii) shares of common stock, par value $0.01 per share (the "Common Stock"),
and (iv) Securities Warrants ("Warrants") to purchase Debt Securities, Preferred
Stock, Depositary Shares or Common Stock to be issued from time to time pursuant
to Rule 415 under the Act for an aggregate initial offering price not to exceed
$500,000,000. Each capitalized term used herein, unless otherwise defined
herein, has the meaning ascribed to it in the Registration Statement.
Before rendering our opinion, we examined certain corporate records of
the Company, including its Amended and Restated Articles of Incorporation, its
Bylaws, and certain resolutions of the Board of Directors of the Company. We
also examined the Registration Statement, together with the exhibits thereto,
and such certificates of officers of the Company, other documents and records as
we have deemed necessary for the purposes of this opinion. As to matters of fact
relevant to the opinions expressed herein, and as to factual matters arising in
connection with our examination of corporate documents, records and other
documents and writings, we relied upon certificates and other communications of
corporate officers of the Company, without further investigation as to the facts
set forth therein.
In connection with this opinion, we have assumed that (i) the
Registration Statement, and any amendments thereto (including post-effective
amendments), will have become effective; (ii) a Prospectus Supplement will have
been prepared and filed with the Securities and Exchange
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Global Industries, Ltd.
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June 1, 2000
Commission (the "Commission") describing the Securities offered thereby; (iii)
all Securities will be issued and sold in compliance with applicable federal and
state securities laws and in the manner stated in the Registration Statement and
the appropriate Prospectus Supplement; (iv) a definitive purchase, underwriting
or similar agreement with respect to any Securities offered will have been duly
authorized and validly executed and delivered by the Company and the other
parties thereto; and (v) any Securities issuable upon conversion, exchange or
exercise of any Security being offered will be duly authorized, created and, if
appropriate, reserved for issuance upon such conversion, exchange or exercise.
Based upon the foregoing and subject to the limitations and
qualifications set forth below, we are of the opinion that:
(a) with respect to Debt Securities to be issued under either of the
Indentures, when (i) the Indentures have been duly qualified under
the Trust Indenture Act of 1939, as amended; (ii) the Board (as
hereinafter defined) has taken all necessary corporate action to
approve the issuance and terms of such Debt Securities, the terms
of the offering thereof and related matters; and (iii) such Debt
Securities have been duly executed, authenticated, issued and
delivered in accordance with the provisions of the applicable
Indenture and either (a) in accordance with the applicable
definitive purchase, underwriting or similar agreement approved by
the Board upon payment of the consideration therefor provided for
therein, or (b) upon exercise of any other Security, in accordance
with the terms of such Security or the instrument governing such
Security providing for such exercise as approved by the Board, for
the consideration approved by the Board, such Debt Securities will
be legally issued and will constitute valid and binding
obligations of the Company, enforceable against the Company in
accordance with their terms, except as such enforcement is subject
to any applicable bankruptcy, insolvency, reorganization or other
law relating to or affecting creditors' rights generally and
general principles of equity;
(b) with respect to shares of Preferred Stock, when (i) the Board has
taken all necessary corporate action to approve the issuance and
terms of the shares of Preferred Stock, the terms of the offering
thereof and related matters, including the adoption of a statement
establishing relative rights and preferences relating to such
Preferred Stock and the filing of such statement with the
Secretary of State of the State of Louisiana; and (ii)
certificates representing the shares of Preferred Stock have been
duly executed, countersigned, registered and delivered either (a)
in accordance with the applicable definitive purchase,
underwriting or similar agreement approved by the Board upon
payment of the consideration therefor provided for therein, or (b)
upon exercise of any other Security, in accordance with the terms
of such Security or the instrument governing such Security
providing for such exercise as approved by the
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June 1, 2000
Board, for the consideration approved by the Board, the shares of
Preferred Stock will be duly authorized, validly issued, fully
paid and nonassessable;
(c) with respect to the Depositary Shares, when the terms of the
Depositary Shares and of their issuance and sale have been duly
established in conformity with applicable law, the Deposit
Agreement relating to the Depositary Shares has been duly executed
and delivered, and the Preferred Stock that is represented by
Depositary Shares has been duly issued and delivered to the
depository as contemplated in paragraph (b) above, and Depositary
Receipts evidencing the Depositary Shares have been duly issued
against the deposit of Preferred Stock in accordance with the
Deposit Agreement, the Depositary Receipts will be validly issued;
(d) with respect to shares of Common Stock, when (i) the Board of
Directors of the Company or to the extent permitted by the
Louisiana Business Corporation Law, a duly constituted and acting
committee thereof (such Board of Directors or committee being
referred to herein as the "Board"), has taken all necessary
corporate action to approve the issuance of and the terms of the
offering of the shares of Common Stock and related matters; and
(ii) certificates representing the shares of Common Stock have
been duly executed, countersigned, registered and delivered either
(a) in accordance with the applicable definitive purchase,
underwriting or similar agreement approved by the Board upon
payment of the consideration therefor (not less than the par value
of the Common Stock) provided for therein, or (b) upon conversion,
exchange or exercise of any other Security in accordance with the
terms of such Security or the instrument governing such Security
providing for such conversion, exchange or exercise as approved by
the Board, for the consideration approved by the Board (not less
than the par value of the Common Stock), the shares of Common
Stock will be duly authorized, validly issued, fully paid and
nonassessable; and
(e) with respect to the Warrants, when (i) the Board has taken all
necessary corporate action to approve the creation of and the
issuance and terms of the Warrants, the terms of the offering
thereof and related matters; (ii) the Warrant Agreement and other
agreements relating to the Warrants have been duly authorized and
validly executed and delivered by the Company and the warrant
agent appointed by the Company; and (iii) the Warrants or
certificates representing the Warrants have been duly executed,
countersigned, registered and delivered in accordance with the
appropriate Warrant Agreement, any other agreements relating to
the Warrants and the applicable definitive purchase, underwriting
or similar agreement approved by the Board upon payment of the
consideration therefor provided for therein, the Warrants will be
duly authorized and validly issued.
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Global Industries, Ltd.
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This opinion is limited in all respects to the Constitution of the
State of Louisiana and the Louisiana Business Corporation Law, as interpreted by
the courts of the State of Louisiana.
We hereby consent to the statements with respect to us under the
heading "Legal Matters" in the prospectus forming a part of the Registration
Statement and to the filing of this opinion as an exhibit to the Registration
Statement. By giving such consent, we do not admit that we are within the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission issued thereunder. For purposes of this
opinion, we assume that the securities to be issued pursuant to the Registration
Statement will be issued in compliance with all applicable state securities or
Blue Sky laws.
Very truly yours,
VINSON & ELKINS L.L.P.
