OPINION AND CONSENT OF GARDERE WYNNE SEWELL LLP
Published on June 20, 2007
Exhibit 5.1

June 20, 2007
Quanta Services, Inc.
1360 Post Oak Blvd., Suite 2100
Houston, Texas 77056
1360 Post Oak Blvd., Suite 2100
Houston, Texas 77056
Re: | Quanta Services, Inc. 2007 Stock Incentive Plan Registration Statement on Form S-8 |
Ladies and Gentlemen:
We have acted as counsel to Quanta Services, Inc., a Delaware corporation (the
Company), in connection with the preparation and filing by the Company with
the Securities and Exchange Commission of a Registration Statement on Form S-8 (the
Registration Statement) under the Securities Act of 1933, as amended (the
Securities Act), with respect to the registration under the Securities Act
of the offering and sale of an aggregate of 4,000,000 shares of the Companys Common
Stock, $0.00001 par value (the Shares), to be issued pursuant to the
Companys 2007 Stock Incentive Plan (the Plan).
With respect to the foregoing, we have examined and have relied upon originals or
copies, certified or otherwise identified to our satisfaction, of such corporate
records, documents, orders, certificates and other instruments as in our judgment are
necessary or appropriate to enable us to render the opinion expressed below, including
the Companys Registration Statement filed in connection with the registration of the
Shares. In such examination and in rendering the opinion expressed below, we have
assumed: (i) the genuineness of all signatures; (ii) the authenticity and completeness
of all documents submitted to us as originals; (iii) the conformity with originals of
all documents submitted to us as copies; and (iv) the legal capacity of all
individuals executing documents. As to all questions of fact material to the opinion
expressed below, we have relied (without independent investigation) upon certificates
or comparable documents of officers and representatives of the Company.
Based upon the foregoing, we are of the opinion that the Shares that from time to time
may be issued under the Plan, in accordance with appropriate proceedings of the board
of directors of the Company or a committee thereof pursuant to the terms of the Plan,
when so issued and sold at prices in excess of the par value of the Shares in
accordance with the provisions of the Plan and related agreements entered into by the
Company, will be duly and validly authorized and issued by the Company and fully paid
and nonassessable.
The opinions expressed herein are limited in all respects to the federal laws of the
United States of America and the General Corporation Law of the State of Delaware
(including the applicable provisions of the Delaware Constitution and reported judicial
decisions interpreting that law) as in effect on the date hereof, and no opinion is
expressed with respect to the laws of any other jurisdiction or any effect that such
laws may have on the
Quanta Services, Inc.
June 20, 2007
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June 20, 2007
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opinions expressed herein. For purposes of this opinion, we assume that the Shares will
be issued in compliance with all applicable state securities or Blue Sky laws. This
opinion is limited to the matters stated herein, and no opinion is implied or may be
inferred beyond the matters expressly stated herein. We assume no obligation to update
or supplement this opinion letter to reflect any facts or circumstances that arise
after the date of this opinion letter and come to our attention, or any future changes
in law.
We hereby consent to the filing of this opinion letter as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we are
in the category of persons whose consent is required under Section 7 of the Securities
Act.
Very truly yours, | ||||
GARDERE WYNNE SEWELL LLP | ||||
By:
|
/s/ Eric A. Blumrosen | |||
Eric A. Blumrosen, Partner |