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EXHIBIT 5.1
December 11, 2000
The Board of Directors
of the Greenbrier Companies
Re: REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
We have acted as counsel to the Greenbrier Companies, Inc.,
(the "Company") in connection with the preparation and filing with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
of a Registration Statement on Form S-8 (the "Registration Statement") covering
1,000,000 shares of common stock, $0.001 par value, of the Company (the
"Original Issuance Shares") to be issued under the Company's Stock Incentive
Plan -- 2000 and up to 900,000 shares of Common Stock, $0.001 par value, to be
offered by certain selling stockholders pursuant to the reoffer prospectus
included therein (the "Reoffer Prospectus").
In our capacity as such counsel, we have reviewed the
corporate actions of the Company in connection with this matter and have
examined and relied upon the originals, or copies certified or otherwise
identified to our satisfaction, of such corporate records, documents or other
evidence as we have deemed necessary or appropriate for the purposes of the
opinion hereinafter expressed.
Based upon the foregoing, and having regard for such legal
considerations as we deem relevant, we are of the opinion that the Original
Issuance Shares have been duly authorized by all necessary corporate action of
the Company, and when issued and sold by the Company against payment therefore
pursuant to the terms of the Plan and Options, the Original Issuance Shares will
be validly issued, fully paid and non-assessable. We are members of the bar of
the State of Oregon and are expressing our opinion only as to matters of Oregon
law.
We hereby consent to the filing of this opinion as Exhibit 5.1
to the Registration Statement and to the reference to us under the caption
"Legal Matters" in the Reoffer Prospectus and in Part II of the Registration
Statement.
Very truly yours,
Tonkon Torp LLP
