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
December 8, 2000
Leucadia National Corporation
315 Park Avenue South
New York, New York 10010
Re: Registration Statement on Form S-8
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Gentlemen:
We have acted as counsel to Leucadia National 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-8 (the
"Registration Statement") under the Securities Act of 1933, as amended, with
respect to 1,200,000 Common Shares of the Company, par value $1.00 per share
(the "Common Shares"), issuable upon the exercise of options granted or to be
granted pursuant to the Company's 1999 Stock Option Plan, as amended through May
16, 2000 (the "Plan").
In so acting, we have examined originals or copies (certified
or otherwise identified to our satisfaction) of 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
opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of all 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 these opinions that have not been independently established,
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 Common Shares to be issued
pursuant to the terms of the Plan have been duly authorized and, when issued,
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Weil, Gotshal & Manges LLP
Leucadia National Corporation
December 8, 2000
Page 2
delivered and paid for in accordance with the terms of the Plan, will be validly
issued, fully paid and non-assessable, and no personal liability will attach to
the holders of such Common Shares under the laws of the State of New York (the
state in which the Company is incorporated and maintains its principal place of
business) except, where applicable, as provided by Section 630 of the New York
Business Corporation Law.
The opinions expressed herein are limited to the laws of the
State of New York and the federal laws of the United States, and we express no
opinion as to the effect on the matters covered by this opinion of the laws of
any other jurisdiction.
We hereby consent to the use of this letter as an exhibit to
the Registration Statement and to all references to our firm in the Prospectus
which is a part of the Registration Statement.
Very truly yours,
/s/ Weil, Gotshal & Manges LLP
