Attached files
file | filename |
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EX-1.1 - EX-1.1 - STERLING CONSTRUCTION CO INC | h69047exv1w1.htm |
8-K - FORM 8-K - STERLING CONSTRUCTION CO INC | h69047e8vk.htm |
Exhibit 5.1
[Andrews Kurth LLP Letterhead]
December 16, 2009
Sterling Construction Company, Inc.
20810 Fernbush Lane
Houston, Texas 77073
20810 Fernbush Lane
Houston, Texas 77073
Gentlemen:
We have acted as special counsel to Sterling Construction Company, Inc., a Delaware
corporation (the Company), in connection with the
public offering of 2,760,000 shares of
the common stock, $0.01 par value per share of the Company (including
the shares of common stock issued upon exercise of the underwriters'
option to purchase additional shares of common stock)(the Shares) pursuant to
the Companys Registration Statement on Form S-3 (Registration No. 333-152371), as amended, filed
under the Securities Act of 1933, as amended (the Securities Act), and declared effective
on August 4, 2008 (the Registration Statement). A prospectus supplement dated December
10, 2009 which together with the accompanying prospectus dated August 4, 2008 shall constitute the
Prospectus, has been filed pursuant to Rule 424(b) promulgated under the Securities Act.
As the basis for the opinions hereinafter expressed, we have examined such statutes, including
the Delaware General Corporation Law (the DGCL), regulations, corporate records,
certificates of corporate and public officials, and other instruments and documents as we have
deemed necessary or advisable for the purposes of this opinion. In making our examination, we have
assumed and not verified (i) the genuineness of all signatures on documents examined by us, (ii)
the legal capacity of all natural persons, (iii) the authenticity of all documents submitted to us
as originals and (iv) the conformity with the original documents of all documents submitted to us
as certified, conformed, electronic or photostatic copies. We have also assumed that all Shares
will be issued and sold in the manner described in the Prospectus and in accordance with the terms
of the underwriting agreement dated December 10, 2009 relating to the offer and sale of the Shares
(the Underwriting Agreement).
Based upon the foregoing, and subject to the limitations, qualifications, exceptions and
assumptions set forth herein, and having due regard for such legal considerations as we deem
relevant, we are of the opinion that (i) the issuance of the Shares by the Company in accordance
with the terms of the Underwriting Agreement has been duly authorized by the Company and (ii) when
the Shares have been issued and delivered in accordance with the terms of the Underwriting
Agreement, the Shares will be validly issued, fully paid and non-assessable.
We express no opinion other than as to the federal laws of the United States of America and
the DGCL (including the applicable provisions of the Delaware constitution and reported judicial
decisions interpreting those laws).
We consent to the filing by you of this opinion as an exhibit to the Companys Current Report
on Form 8-K filed on the date hereof, and we further consent to the use of our name under the
caption Legal Matters in the Prospectus. In giving these consents, we do not thereby admit that
we are within the category of persons whose consent is required under Section 7 of the Securities
Act or the rules and regulations issued thereunder. This opinion is expressed as of the date
hereof, and we disclaim any undertaking to advise you of any subsequent changes of the facts stated
or assumed herein or any subsequent changes in applicable law.
Very truly yours,
/s/ Andrews Kurth LLP