Exhibit 5

Layne Christensen Company
1900 Shawnee Mission Parkway • Mission Woods, Kansas 66205 • (913) 362-0510 • Fax: (913) 362-0133

STEVEN F. CROOKE
Senior Vice President,
General Counsel and Secretary

July 10, 2006

Board of Directors
Layne Christensen Company
1900 Shawnee Mission Parkway
Mission Woods, Kansas 66205

Gentlemen:

     Reference is made to the Registration Statement on Form S-8 (the “Registration Statement”) of Layne Christensen Company, a Delaware corporation (the “Company”), to be filed with the Securities and Exchange Commission on or about July 10, 2006, for the purpose of registering under the Securities Act of 1933, as amended, 600,000 shares of Common Stock, par value $.01 per share (“Common Stock”), of the Company. Said 600,000 shares of Common Stock are proposed to be issued pursuant to the Layne Christensen 2006 Equity Incentive Plan, as amended.

     I have examined the Company’s Restated Certificate of Incorporation and all amendments thereto, the Bylaws of the Company, as presently in effect, minutes of the applicable meetings of the Board of Directors, Compensation Committee of the Board of Directors and stockholders of the Company, together with such other corporate records, certificates of public officials and other documents as I have deemed relevant to this opinion.

     Based upon the foregoing, it is my opinion that:

1.	The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware.
2.	All necessary corporate action has been taken to authorize the issuance of the aforesaid 600,000 shares of Common Stock and all such shares as shall be issued and paid for as described in the Registration Statement shall be, when so issued, legally issued, fully paid and nonassessable.

     I hereby consent to the reference to myself under the heading “Interests of Named Experts and Counsel” in the Registration Statement. I also consent to the inclusion of this opinion in the Registration Statement as an exhibit thereto.

Sincerely,

/s/ Steven F. Crooke

Steven F. Crooke

SFC/cg