EX-5.1 3 f90750exv5w1.htm EXHIBIT 5.1 Exhibit 5.1
 

Exhibit 5.1

[Layne Christensen Company letterhead]

June 6, 2003

Layne Christensen Company
1900 Shawnee Mission Parkway
Mission Woods, Kansas 66205

     
Re:   Layne Christensen Company
259,200 Shares of Common Stock, Par Value $0.01 Per Share

Ladies and Gentlemen:

     In connection with the registration of the resale of 259,200 shares (the “Shares”) of common stock, par value $0.01 per share, of Layne Christensen Company (the “Company”) under the Securities Act of 1933, as amended, on Form S-3 (the “Registration Statement”) filed with the Securities and Exchange Commission on June 6, 2003 on behalf of the selling stockholder named in the Registration Statement, you have requested my opinion with respect to the matters set forth below.

     In my capacity as the Vice President and General Counsel of the Company, I am familiar with the proceedings taken by the Company in connection with the authorization, issuance and sale of the Shares. In addition, I have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to my satisfaction of such documents, corporate records and instruments, as I have deemed necessary or appropriate for purposes of this opinion.

     In my examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, and the conformity to authentic original documents of all documents submitted to me as copies.

     I am opining herein as to the effect on the subject transaction only of the General Corporation Law of the State of Delaware, and I express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Delaware, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state.

     Subject to the foregoing, it is my opinion that, as of the date hereof, the Shares have been duly authorized and are validly issued, fully paid and nonassessable.

     I consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to me under the caption “Legal Matters” in the prospectus included in the Registration Statement.

     
    Very truly yours,
     
    /s/ Steven F. Crooke