EX-5.1 2 d22925exv5w1.htm OPINION/CONSENT OF BAKER BOTTS LLP exv5w1
 

         
  2001 ROSS AVENUE   AUSTIN
 
  DALLAS, TEXAS   DALLAS
  75201-2980   HOUSTON
  214.953.6500   LONDON
  FAX 214.953.6503   MOSCOW
      NEW YORK
      RIYADH
      WASHINGTON

(BAKER BOTTS LLP LOGO)

EXHIBIT 5.1

March 1, 2005

Dawson Geophysical Company
508 West Wall, Suite 800
Midland, Texas 79701

         
  Re:   Dawson Geophysical Company
      Registration Statement on Form S-3

Ladies and Gentlemen:

     We have acted as counsel to Dawson Geophysical Company, a Texas corporation (the “Company”), in connection with the preparation and filing by the Company with the Securities and Exchange Commission of (i) the registration statement on Form S-3 (Registration No. 333-121236) (the “Initial Registration Statement”) under the Securities Act of 1933, as amended, relating to the offering and sale of up to an aggregate of 1,725,000 shares of the Company’s common stock, par value $0.33 1/3 per share (“Common Stock”), including 225,000 shares subject to an over-allotment option granted by the Company to the underwriters, and (ii) the second registration statement on Form S-3, filed on the date hereof, relating to the registration of 309,500 additional shares of the Company’s Common Stock (the “Subsequent Registration Statement,” and together with the Initial Registration Statement, the “Registration Statements”), including 9,500 shares subject to an over-allotment option granted by the Company to the underwriters.

     As the basis for the opinion hereinafter expressed, we have examined the Restated Articles of Incorporation and Bylaws of the Company as amended and the originals, or copies certified or otherwise identified, of corporate records of the Company, certificates of public officials and of representatives of the Company, statutes and other instruments and documents that we have deemed necessary or advisable for the purposes of this opinion. In such examination, we have assumed, without independent investigation, the authenticity of all documents submitted to us as originals and the conformity with the original documents of all documents submitted to us as copies

     On the basis of the foregoing, and subject to the assumptions, limitations and qualifications hereinafter set forth, we are of the opinion that:

     1. The Company is a corporation duly incorporated and validly existing under the laws of the State of Texas.

 


 

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     2. The shares of Common Stock registered pursuant to the Registration Statements, when issued and delivered by the Company against payment therefor as described in the Company’s Registration Statements, will be duly authorized, validly issued, fully paid and nonassessable.

     This opinion is limited to the laws of the State of Texas and the applicable federal laws of the United States.

     We hereby consent to the filing of this opinion as Exhibit 5.1 to the Subsequent Registration Statement and to the reference to us under “Legal Matters” in the prospectus incorporated by reference into the Subsequent Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Baker Botts L.L.P.