EX-5.1 3 h16813exv5w1.txt OPINION OF FULBRIGHT & JAWORSKI L.L.P. EXHIBIT 5.1 Fulbright & Jaworski L.L.P. A Registered Limited Liability Partnership 1301 McKinney, Suite 5100 Houston, Texas 77010-3095 www.fulbright.com Telephone: (713) 651-5151 Facsimile: (713) 651-5246 July 16, 2004 Input/Output, Inc. 12300 Parc Crest Drive Stafford, Texas 77477 Gentlemen: We have acted as counsel for Input/Output, Inc., a Delaware corporation (the "Registrant"), in connection with the registration under the Securities Act of 1933, as amended, of 365,000 shares of the Registrant's common stock, $0.01 par value per share (the "Shares"), which are to be issued pursuant to the Input/Output, Inc.-Concept Systems Employment Inducement Stock Option Program (the "Program"), evidenced by stock option award agreements entered into between the Registrant and the individual participants in the Program. In connection therewith, we have reviewed the relevant corporate resolutions of the Company and have examined originals or copies, certified or otherwise identified to our satisfaction, of such corporate records and documents as we have deemed necessary as a basis for the opinions hereinafter expressed. We also have examined the Registrant's Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission with respect to the Shares. We have assumed the authenticity and completeness of all records, certificates and other instruments submitted to us as originals, the conformity to original documents of all records, certificates and other instruments submitted to us as copies, the authenticity and completeness of the originals of those records, certificates and other instruments submitted to us as copies and the correctness of all statements of fact contained in all records, certificates and other instruments that we have examined. Based on the foregoing, and having regard for such legal considerations as we have deemed relevant, we are of the opinion that the Shares have been duly and validly authorized for issuance and, when issued in accordance with the terms of their stock option award agreements, will be validly issued, fully paid and non-assessable. The opinions expressed herein relate solely to, are based solely upon and are limited exclusively to the laws of the State of Texas, the federal laws of the United States of America, and the General Corporation Law of the State of Delaware, as amended, to the extent applicable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. EXHIBIT 5.1 Very truly yours, /s/ FULBRIGHT & JAWORSKI L.L.P. Fulbright & Jaworski L.L.P.