EX-5.1 5 engs35-1.txt OPINION EXHIBIT 5.1 H A L E L A N E ---------------- ATTORNEYS AT LAW 5441 Kietzke Lane | Second Floor | Reno, Nevada 89511 Telephone (775) 327-3000 | Facsimile (775) 786-6179 Website: http://www.halelane.com August 21, 2006 ENGlobal Corporation 654 N. Sam Houston Parkway E., Suite 400 Houston, TX 77060 Re: Registration Statement on Form S-3 Ladies and Gentlemen: We are acting as special Nevada counsel for ENGlobal Corporation, a Nevada corporation (the "Company"), in connection with the Registration Statement on Form S-3 (the "Registration Statement") relating to the registration under the Securities Act of 1933, as amended (the "Act"), of 175,000 shares of Common Stock, par value $.001 per share (the "Common Stock") of the Company, all of which are to be offered and sold, if at all, by a certain stockholder of the Company (the "Selling Stockholder"). We have reviewed and are familiar with (a) the Company's Articles of Incorporation, as amended, and Bylaws, (b) a certificate of an officer of the Company representing certain matters in connection with the original issuance of the Common Stock, which representations we have assumed the validity of and relied on, and (c) such other matters as we have deemed necessary for this opinion. Based upon the foregoing, we are of the opinion that the shares of Common Stock to be offered and sold by the Selling Stockholder have been duly authorized and legally issued by the Company and are fully paid and nonassessable. This opinion is limited to matters governed by the laws of the State of Nevada. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption "Legal Matters" in the Registration Statement and in the Prospectus included therein. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder. Sincerely, HALE LANE PEEK DENNISON AND HOWARD Professional Corporation HALE LANE PEEK DENNISON AND HOWARD LAS VEGAS OFFICE: 2300 West Sahara Avenue | Eighth Floor | Box 8 | Las Vegas, Nevada 89102 | Phone (702) 222-2500 | Fax (702) 365-6940 CARSON CITY OFFICE: 777 East William Street | Suite 200 | Carson City, Nevada 89701 | Phone (775) 684-6000 | Fax (775) 684-6001