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Exhibit 5.1
S O N F I E L
D & S O N F I E L D
A
Professional Corporation
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LEON
SONFIELD (1865-1934)
GEORGE
M. SONFIELD (1899-1967)
ROBERT
L. SONFIELD (1893-1972)
____________________
FRANKLIN
D. ROOSEVELT, JR. (1914-1988)
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ATTORNEYS
AT LAW
770
SOUTH POST OAK LANE
HOUSTON,
TEXAS 77056-1913
WWW.SONFIELD.COM
Telecopier
(713) 877-1547
____
Telephone
(713) 877-8333
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ROBERT
L. SONFIELD, JR.
Managing
Director
robert@sonfield.com
Erin
Willis
Legal
Assistant
erin@sonfield.com
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April 9,
2009
Deep
Down, Inc.
8827 W.
Sam Houston Parkway N.
Suite
100
Houston,
TX 77040
Ladies
and Gentlemen:
We have
acted as counsel to Deep Down, Inc., a Nevada corporation (the "Company"), in
connection with the preparation and filing of its registration statement on Form
S-1 (the "Registration Statement") under the Securities Act of 1933, as amended,
(the “Securities Act”), relating to the registration of 57,142,857 shares of
Common Stock, par value of $0.001 per share, of the Company. All of
the shares of Common Stock are to be offered and sold by certain shareholders of
the Company (the “Selling Shareholders”).
We, as
counsel to the Company, have examined such corporate records, certificates, and
other documents, and such questions of law, as we have considered necessary or
appropriate for the purposes of this opinion. We have relied as to
certain matters on information obtained from public officials, officers of the
Company, and other sources believed by us to be responsible. Based
upon the foregoing, we are of the opinion that the shares of Common Stock to be
offered and sold by the Selling Shareholders, to the extent currently
outstanding, have been duly authorized and legally issued and are fully paid and
nonassessable.
The
foregoing opinion is limited to the Federal laws of the United States and the
Revised Statutes of the State of Nevada. We are expressing no opinion
as to the effect of the laws of any other jurisdiction.
Yours
very truly,
/s/ Robert
L. Sonfield
RLSjr/ew