Opinion Letter Re: the Shaw Group Inc. - Registration Statement on Form S-3 (2004)Full Document 

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                               February 19, 2004

The Shaw Group Inc.
4171 Essen Lane
Baton Rouge, Louisiana 70809

         Re:      The Shaw Group Inc. - Registration Statement on Form S-3

Ladies and Gentlemen:

         We have acted as special Louisiana counsel to The Shaw Group Inc. (the
"Company") in connection with the preparation of the Registration Statement on
Form S-3 (the "Registration Statement") filed by the Company on February 19,
2004, with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Act"), covering up to $500 million aggregate initial
offering price of (a) the Company's debt securities, which may be either senior
or subordinated (the "Debt Securities"); (b) shares of the Company's no par
value preferred stock (the "Preferred Stock") which may be issued in the form of
depository shares evidenced by depository receipts (the "Depository Shares");
(c) shares of the Company's no par value common stock (the "Common Stock"); (d)
warrants to purchase the Common Stock (the "Warrants") to be issued under one or
more warrant agreements (each, a "Warrant Agreement") by and between the Company
and a financial institution identified therein (each, a "Warrant Agent"); and
(e) the issuance and sale by certain domestic subsidiaries of the Company listed
as Co-Registrants in the Registration Statement (the "Subsidiaries") of
guarantees of the Debt Securities (the "Guarantees"). The Debt Securities, the
Preferred Stock, the Common Stock, the Warrants and the Guarantees to be offered
by the Company (or the Subsidiaries with respect to the Guarantees) are
collectively referred to herein as the "Securities." We may also act as counsel
to the Company in connection with the possible future registration of up to $100
million aggregate initial offering price of Securities that may be registered
pursuant to Rule 462(b) under the Act by means of an additional registration
statement relating to the Registration Statement (any such additional
registration statement, the "462(b) Registration Statement"). The Securities are
to be issued, separately or together, in one or more series and are to be sold
from time to time as set forth in the Registration Statement, the prospectus
contained therein and any amendment or supplement thereto and the 462(b)
Registration Statement, if any.

         We have examined the originals, or copies certified or otherwise
identified to our satisfaction, of the Restatement of the Articles of
Incorporation of the Company, as amended, its By-Laws, as amended and restated,
resolutions of its Board of Directors, certificates of public officials,
certificates of officers of the Company or its subsidiaries and such other
certificates, documents and corporate records as we have deemed relevant and
necessary as the basis for the opinions expressed herein. In our examination

The Shaw Group Inc.

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