EXHIBIT 5.1



[VINSON & ELKINS L.L.P.]                              VINSON & ELKINS L.L.P.
                                                      2300 FIRST CITY TOWER
                                                      1001 FANNIN STREET
                                                      HOUSTON, TEXAS 77002-6760
                                                      TELEPHONE (713) 758-2222
                                                      FAX (713) 758-2346
                                                      www.velaw.com



January 16, 2003



Veritas DGC Inc.
10300 Town Park
Houston, Texas 77072

Ladies and Gentlemen:

         We have acted as counsel for Veritas DGC Inc., Delaware corporation
(the "Company"), with respect to certain legal matters in connection with the
filing of a Registration Statement on Form S-8 (the "Registration Statement")
under the Securities Act of 1933, as amended (the "Securities Act"), covering
the registration of 1,000,000 shares of common stock, par value $0.01 per share,
of the Company (the "Common Stock") pursuant to the Veritas DGC Inc. Employee
Share Purchase Plan (the "Purchase Plan"). The shares of Common Stock that are
to be issued under the Purchase Plan are referred to herein as the "Shares."

         In connection with the foregoing, we have examined or are familiar with
the certificate of incorporation and the bylaws, in each case, as amended to the
date hereof, of the Company, the corporate proceedings with respect to the
authorization and approval of the registration of the Shares, the Registration
Statement, and such other certificates, instruments and documents as we have
considered necessary or appropriate for purposes of this opinion.

         Based upon the foregoing, we are of the opinion that when the Shares
are duly authorized for issuance under the Purchase Plan and, when issued in
accordance with the provisions of the Purchase Plan, the Shares will be validly
issued and fully paid and non-assessable.

         The foregoing opinion is limited to the federal laws of the United
States of America, the Constitution of the State of Delaware and the Delaware
General Corporation Law, as interpreted by the federal courts and the courts of
the State of Delaware.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act and the rules and regulations thereunder.

                                             Very truly yours,



                                             Vinson & Elkins L.L.P