<PAGE> 1
EXHIBIT 5.1
[VINSON & ELKINS L.L.P. LETTERHEAD]
August 25, 2000
The Shaw Group Inc.
8545 United Plaza Boulevard
Baton Rouge, Louisiana 70809
Ladies and Gentlemen:
We have acted as counsel for The Shaw Group Inc., a Louisiana
corporation (the "Company"), with respect to certain legal matters in connection
with the registration by the Company, under the Securities Act of 1933, as
amended (the "Securities Act"), of the offer and sale (a) by the Company from
time to time, pursuant to Rule 415 under the Securities Act, of (i) unsecured
debt securities of the Company, which may be either senior or subordinated and
may be issued in one or more series, consisting of notes, debentures or other
evidences of indebtedness (the "Debt Securities") which may be fully and
unconditionally guaranteed (the "Guarantees") by each of the Company's domestic
subsidiaries (the "Subsidiary Guarantors"), (ii) shares of preferred stock, no
par value, of the Company, 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, no par value, of the
Company (the "Common Stock") and (iv) warrants (the "Warrants" and, together
with the Debt Securities, the Guarantees, the Preferred Stock, the Depositary
Shares and the Common Stock, the "Securities") for the purchase of Common Stock
and (b) by certain selling stockholders (the "Selling Stockholders") of up to
2,231,773 shares of Common Stock (the "Secondary Shares"). The aggregate initial
offering prices of the Securities to be offered and sold by the Company pursuant
to the Company's Registration Statement on Form S-3 (the "Registration
Statement"), to which this opinion is an exhibit, will not exceed $400,000,000
or, if applicable, the equivalent thereof in any other currency or currency
unit. The Securities and the Secondary Shares will be offered in amounts, at
prices and on terms to be determined in light of market conditions at the time
of sale and to be set forth in supplements to the Prospectus (each a "Prospectus
Supplement") contained in the Registration Statement.
We have examined originals or copies, certified or otherwise identified
to our satisfaction, of (i) the Articles of Incorporation and Bylaws of the
Company, each as amended to the date hereof, (ii) the Registration Statement,
and (iii) such other certificates, statutes and other instruments and documents
as we considered appropriate for purposes of the opinions hereafter expressed.
In addition, we reviewed such questions of law, as we considered appropriate.
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;
<PAGE> 2
The Shaw Group Inc.
Page 2
August 25, 2000
(ii) a Prospectus Supplement will have been prepared and filed with 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 applicable
Prospectus Supplement; (iv) the Indentures relating to the Debt Securities (the
"Indentures") and a warrant agreement ("Warrant Agreement") relating to the
Warrants will each be duly authorized, executed and delivered by the parties
thereto; (v) each Subsidiary Guarantor is duly incorporated under the laws of
the State of its incorporation and is validly existing and in good standing
under the laws of that State; (vi) each person signing the Indentures and a
Warrant Agreement will have the legal capacity and authority to do so; (vii) at
the time of any offering or sale of any shares of common stock and/or preferred
stock, that the company shall have such number of shares of common stock and/or
preferred stock, as set forth in such offering or sale, authorized or created
and available for issuance; (viii) 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 (ix) any Securities issuable upon conversion, exchange or
exercise of any Debt Securities, Preferred Stock or Depositary Shares being
offered will have been duly authorized, created and, if appropriate, reserved
for issuance upon such conversion, exchange or exercise.
Based on the foregoing, and subject to the assumptions, qualifications,
limitations, and exceptions set forth herein, we are of the opinion that:
(i) When (a) the applicable Indenture relating either to senior
Debt Securities or subordinated Debt Securities and the
related Guarantees has been duly qualified under the Trust
Indenture Act of 1939, as amended, (b) the Board of Directors
of the Company (or a committee thereof) and each of the
Subsidiary Guarantors has taken all necessary corporate action
to approve the issuance and terms of any such Debt Securities
and, if applicable, Guarantees, (c) the terms of such Debt
Securities and, if applicable, Guarantees and of their
issuance and sale have been duly established in conformity
with the applicable Indenture so as not to violate any
applicable law or result in a default under or breach of any
agreement or instrument binding upon the Company or the
Subsidiary Guarantors and so as to comply with any
requirements or restrictions imposed by any court or
governmental body having jurisdiction over the Company or a
Subsidiary Guarantor, (d) any shares of Common Stock issuable
upon the conversion of such Debt Securities, if applicable,
have been duly and validly authorized for issuance and (e)
such Debt Securities (which may include the related
Guarantees) have been duly executed and authenticated in
accordance with the applicable Indenture and issued and sold
as contemplated in the Registration Statement, such Debt
Securities and, if applicable, Guarantees will constitute
valid and legally binding obligations of the Company and the
Subsidiary Guarantors, respectively, subject to bankruptcy,
insolvency (including, without limitation, all laws relating
to fraudulent transfers), reorganization, moratorium and
similar laws relating to or affecting creditors' rights
generally and to general equitable principles (regardless of
whether enforcement is sought in a proceeding in equity or at
law).
(ii) When (a) the terms of any Warrants and of their issuance and
sale have been duly established in conformity with the
applicable Warrant Agreement so as not to violate any
applicable law or result in a default under or breach of any
agreement
<PAGE> 3
The Shaw Group Inc.
Page 3
August 25, 2000
or instrument binding upon the Company and so as to comply
with any requirements or restrictions imposed by any court or
governmental body having jurisdiction over the Company, and
(b) the Warrants have been duly executed and authenticated in
accordance with the applicable Warrant Agreement and issued
and sold as contemplated in the Registration Statement, the
Warrants will constitute valid and legally binding obligations
of the Company, subject to bankruptcy, insolvency (including,
without limitation, all laws relating to fraudulent
transfers), reorganization, moratorium and similar laws
relating to or affecting creditors' rights generally and to
general equitable principles (regardless of whether
enforcement is sought in a proceeding in equity or at law).
With respect to our opinions expressed above, as they relate to Debt
Securities denominated in a currency other than U.S. dollars, we note that
effective enforcement of a foreign currency claim in the New York State courts
or the federal courts sitting in the State of New York may be limited by
requirements that the claim (or a foreign currency judgment in respect of such
claim) be converted to U.S. dollars at the rate of exchange prevailing on a
specified date. We express no opinion as to whether a federal court sitting in
the State of New York would award a judgment in a currency other than U.S.
dollars.
In rendering the foregoing opinions, we have relied on the opinion of
Kantrow, Spaht, Weaver and Blitzer (A Professional Law Corporation), a copy of
which is being filed as Exhibit 5.2 to the Registration Statement.
The foregoing opinions are limited to the laws of the State of New York
and the federal laws of the United States of America.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Prospectus forming a
part of the Registration Statement under the caption "Validity of Securities."
In giving this consent, we do not admit that we are within the category of
persons whose consent is required under Section 7 of the Securities Act and the
rules and regulations thereunder.
/s/ Vinson & Elkins L.L.P.
