Exhibit
5.1
Opinion
of Gerald B. Engen, Jr.
MYR
Group Inc.
1701
W. Golf Road
Rolling
Meadows, Illinois 60008
December
30, 2008
MYR
Group Inc.
1701
W. Golf Road
Rolling
Meadows, Illinois 60008
Re: MYR Group Inc. Registration
Statement on Form S-8
Ladies
and Gentlemen:
I am the Vice President, Chief Legal
Officer and Secretary of MYR Group Inc., a Delaware corporation (the “Company”).
I have acted as counsel to the Company in connection with the filing of a
Registration Statement on Form S-8 (together with all exhibits thereto, the
“Registration Statement”) under the Securities Act of 1933, as amended (the
“Act”), for the registration of 3,365,942 shares (the “Shares”) of common stock,
par value $0.01 per share, of the Company (the “Common Stock”) issuable pursuant
to the Company’s 2006 Stock Option Plan and the 2007 Long-Term Incentive Plan
(the “Plans”).
This opinion is being furnished in
accordance with the requirements of Item 601(b)(5) of Regulation S-K under the
Act.
In connection with this opinion, I have
examined originals or copies, certified or otherwise identified to my
satisfaction, of (i) the Registration Statement, as filed on the date hereof
with the Securities and Exchange Commission (the “SEC”) under the Act, (ii) the
Plans, (iii) the form of grant agreement applicable to each of the Plans,
respectively, (iv) the Restated Certificate of Incorporation of the Company, as
currently in effect, (v) the Amended and Restated Bylaws of the Company, as
currently in effect, (vi) a specimen common stock certificate representing the
Shares, and (vii) certain resolutions adopted by the Board of Directors of the
Company relating to the Plans and the filing of the Registration
Statement.
I also have examined originals or
copies, certified or otherwise identified to my satisfaction, of such records of
the Company and such agreements, certificates and receipts of public officials,
certificates of officers or other representatives of the Company and others, and
such other documents as I have deemed necessary or appropriate as a basis for
the opinion set forth herein.
In my examination, I have assumed the
legal capacity of all natural persons, the genuineness of all signatures, the
authenticity of all documents submitted to me as originals, the conformity to
original documents of all documents submitted to me as facsimile, electronic,
certified or photostatic copies, and the authenticity of the originals of such
copies. In making my examination of executed documents or documents to be
executed, I have assumed that the parties thereto, other than the Company, had
or will have the power, corporate or other, to enter into and perform all
obligations thereunder and have also assumed the due authorization by all
requisite action, corporate or other, and the execution and delivery by such
parties of such documents and the validity and binding effect thereof on such
parties. As to any facts material to the opinion expressed herein that I did not
independently establish or verify, I have relied upon statements and
representations of officers and other representatives of the Company and others
and of public officials.
The opinion set forth below is subject
to the following further qualifications, assumptions and
limitations:
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(a)
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I have assumed that the Shares will be issued in accordance with grant agreements in the form of
the applicable form
of grant agreement;
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(b)
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I have assumed that the
consideration received by the Company for each Share issued upon the exercise of options and
delivered pursuant to
each such
grant agreement shall not be less than
the exercise price described in the Registration Statement;
and
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(c)
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I
have assumed that the registrar and transfer agent for the Common Stock
will duly register such issuance and countersign the stock certificates
evidencing such Shares and such stock certificates will conform to the
specimen certificate examined by
me.
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My opinion set forth below is limited
to Delaware corporate law. The opinions expressed herein are based on laws in
effect on the date hereof, which laws are subject to change with possible
retroactive effect.
Based upon and subject to the
foregoing, I am of the opinion that the Shares under the Plans have been duly
and validly authorized, and when the Shares have been issued, delivered and paid
for pursuant to the terms of the Plans and duly registered by the transfer agent
and registrar, such Shares will be validly issued, fully paid and
non-assessable.
I hereby consent to the filing of this
opinion with the SEC as an exhibit to the Registration Statement. In giving this
consent, I do not thereby admit that I am included in the category of persons
whose consent is required under Section 7 of the Act or the rules and
regulations of the SEC promulgated thereunder. This opinion is
express as of the date hereof unless otherwise expressly stated, and I disclaim
my undertaking to advise you of any subsequent changes in the facts stated or
assumed herein or of any subsequent changes in applicable laws.
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Very
truly yours,
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/s/
Gerald B Engen, Jr.
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Gerald
B. Engen, Jr.
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