EX-5.1 2 ex5-1.htm EXHIBIT 5.1 ex5-1.htm
 
 
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Samuel M. Livermore
(415) 693-2113
slivermore@cooley.com
 
VIA EDGAR
 
 
May 23, 2013
 
 
Board of Directors of URS Corporation
URS Corporation
600 Montgomery Street, 26th Floor
San Francisco, CA 94111
 
Ladies and Gentlemen:
 
You have requested our opinion with respect to certain matters in connection with the filing by URS Corporation (the “Company”) of a registration statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission registering the offering of up to 1,500,000 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), pursuant to the Company’s 2008 Equity Incentive Plan (the “2008 EIP Shares”).

In connection with this opinion, we have examined the Registration Statement and related prospectus, the Company’s Certificate of Incorporation, as amended, and Bylaws, as amended, the Company's 2008 Equity Incentive Plan (the “2008 EIP”), and such other documents, records, certificates, memoranda and other instruments as we deem necessary as a basis for this opinion. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the 2008 EIP Shares, when sold and issued in accordance with the 2008 EIP, the Registration Statement and related prospectus, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).
 
We consent to the filing of this opinion as an exhibit to the Registration Statement.
 
Sincerely,
 
Cooley LLP
  
     
By:
/s/ Samuel M. Livermore  
 
Samuel M. Livermore
  
 
Partner
  
     
 
 
101 CALIFORNIA STREET, 5TH FLOOR, SAN FRANCISCO, CA 94111-5800  T: (415) 693-2000  F: (415) 693-2222  WWW.COOLEY.COM
 
 
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