EX-5.1 3 exh5-1_12553.txt OPINION OF COTTON, BLEDSOE, TIGHE & DAWSON EXHIBIT 5.1 ----------- COTTON, BLEDSOE, TIGHE & DAWSON A PROFESSIONAL CORPORATION ATTORNEYS AT LAW SUITE 300 500 WEST ILLINOIS MIDLAND, TEXAS 79701-4337 P. O. BOX 2776 ZIP 79702-2776 TELEPHONE (432) 684-5782 FAX (432) 682-3672 March 12, 2004 Dawson Geophysical Company 508 W. Wall, Suite 800 Midland, Texas 79701 Re: Registration Statement on Form S-8 Dawson Geophysical Company 2004 Incentive Stock Plan Gentlemen: We have acted as counsel for Dawson Geophysical Company, a Texas corporation (the "Company") in connection with the registration under the Securities Act of 1933, as amended (the "Act"), of 375,000 shares (the "Shares") of the common stock, par value $0.33 1/3 per share (the "Common Stock") of the Company reserved for issuance under the Dawson Geophysical Company 2004 Incentive Stock Plan (the "Plan"). A Registration Statement on Form S-8 (the "Registration Statement") covering the sale of the Shares was filed under the Act with the Securities and Exchange Commission (the "Commission"). In reaching the conclusions expressed in this opinion, we have examined signed copies of the Registration Statement and all exhibits thereto. We have also examined and relied upon originals or copies certified to our satisfaction, of (i) the Articles of Incorporation and Bylaws of the Company, (ii) minutes and records of the corporate proceedings of the Company with respect to the issuance of the Shares and related matters, (iii) the Plan, and (iv) such other agreements and instruments relating to the Company as we have deemed necessary or appropriate for the purposes of the opinions hereinafter expressed. In rendering such opinions, we have relied, to the extent we deemed reasonable, on certificates and certain other information provided to us by officers of the Company and public officials as to matters of fact Dawson Geophysical Company March 12, 2004 Page 2 of which the maker of such certificates or the person providing such information had knowledge. Furthermore, in rendering such opinions we have assumed that the signatures on all documents examined by us are genuine, that all documents and corporate record books submitted to us as originals are authentic, accurate and complete, and that all documents submitted to us as copies are true, correct and complete copies of the originals thereof. Based solely upon the foregoing, subject to the assumptions, limitations and qualifications set forth herein, and specifically limited in all respects to the laws of the State of Texas and the United States of America, we are of the opinion that the Shares registered pursuant to the Registration Statement have been duly and validly authorized by the Company, and when paid for, issued or sold and delivered in accordance with the terms of the Plan such Shares will be legally issued, fully paid and nonassessable. We hereby consent to the use of this opinion as an exhibit to the Registration Statement. In giving this consent we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder. This opinion is rendered only to the Company and solely for the benefit of the Company and the Commission in connection with the registration and the issuance of the Shares pursuant to the Registration Statement and the Plan, respectively. This opinion may not be otherwise used, circulated, quoted, relied upon, or referred to by you or the Commission for any other purpose or by any other person, firm or corporation for any purpose, without our prior written consent. Yours very truly, COTTON, BLEDSOE, TIGHE & DAWSON By: /S/ DAN G. LEROY ------------------------------ Dan G. LeRoy