Exhibit 5.1
 
  
   Company Registration Statement Commission Securities Act
 1.
    
    debt securities, which may be either senior or subordinated and may be issued
in one or more series, consisting of notes, debentures or other evidences of
indebtedness (the Debt Securities) and which may be fully and unconditionally
guaranteed (the Guarantees) by the Companys subsidiaries listed as co-registrants
in the Registration Statement (the Subsidiary Guarantors);2.
    
    shares of preferred stock, par value $0.01 per share, of the Company, in one
or more series (the Preferred Stock), which may be issued in the form of depositary
 shares evidenced by depositary receipts (the Depositary Shares);3.
    
    shares of common stock, par value $0.01 per share, of the Company (the
Common Stock); and4.
    
    warrants for the purchase of Common Stock (the Warrants and, together with
the Debt Securities, the Guarantees, the Preferred Stock, the Depositary Shares and
the Common Stock, the Securities).
 Prospectus
 Vinson & Elkins LLP Attorneys at Law
    
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 Senior Indenture Subordinated Indenture, Indentures
  1.
    
    the Registration Statement, and any amendments thereto (including
post-effective amendments), will have become effective;2.
    
    a supplement to the Prospectus (a Prospectus Supplement) will have been
prepared and filed with the Commission describing the Securities offered thereby;3.
    
    all Securities will be issued and sold in compliance with applicable federal
and state securities laws and in the manner stated in the Registration Statement and
the appropriate Prospectus Supplement;4.
    
    a definitive purchase, underwriting or similar agreement with respect to any
Securities offered will have been duly authorized and validly executed and delivered
by the Company and the other parties thereto;5.
    
    any Securities issuable upon conversion, exchange or exercise of any Security
being offered will be duly authorized, created and, if appropriate, reserved for
issuance upon such conversion, exchange or exercise;6.
    
    the Indentures relating to the Debt Securities and a warrant agreement
(Warrant Agreement) relating to the Warrants will each be duly authorized, executed
and delivered by the parties thereto;




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 7.
    
    the Subsidiary Guarantors are duly incorporated or organized under the laws
of and are validly existing and in good standing under the laws of their respective
jurisdictions or incorporation or organization;8.
    
    each person signing the Indentures and a Warrant Agreement will have the
legal capacity and authority to do so; and9.
    
    at the time of any offering or sale of any shares of Common Stock or
Preferred Stock, that the Company shall have such number of shares of Common Stock or
Preferred Stock, as set forth in such offering or sale, authorized or created and
available for issuance.
  1.
    
    when (a) the applicable Indenture relating either to senior Debt Securities or
subordinated Debt Securities and, if applicable, the related Guarantees has been duly
qualified under the Trust Indenture Act of 1939, as amended, (b) the board of directors of
the Company (or a committee thereof) (the Board) and the sole member or manager of each
of the Subsidiary Guarantors have taken all necessary corporate action to approve the
issuance and terms of any such Debt Securities, and, if applicable, the related
Guarantees, (c) the terms of such Debt Securities and, if applicable, the related
Guarantees and of their issuance and sale have been duly established in conformity with
the applicable Indenture so as not to violate any applicable law or result in a default
under or breach of any agreement or instrument binding upon the Company or the Subsidiary
Guarantors and so as to comply with any requirements or restrictions imposed by any court
or governmental body having jurisdiction over the Company or the Subsidiary Guarantors,
(d) any shares of Common Stock issuable upon the conversion of such Debt Securities, if
applicable, have been duly and validly authorized for issuance and (e) such Debt
Securities (which may include the related Guarantees) have been duly executed and
authenticated in accordance with the applicable Indenture and issued and sold as
contemplated in the applicable Prospectus Supplement and upon payment of the consideration
for such Debt Securities as provided for in the applicable definitive purchase,
underwriting or similar agreement, such Debt Securities and, if applicable, the related
Guarantees will be legally issued and will constitute valid and binding obligations of the
Company and the Subsidiary Guarantors, respectively, enforceable against the Company and
the Subsidiary Guarantors in accordance with their terms, except as such enforcement is
subject to any applicable bankruptcy, insolvency (including, without limitation, all laws
relating to fraudulent transfers),




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 reorganization, moratorium and similar laws relating to or affecting creditors rights
generally and to general equitable principles and covenants of good faith and fair dealing
(regardless of whether enforcement is sought in a proceeding in equity or at law);2.
    
    with respect to shares of the Common Stock offered by the Company, when (a) the Board
has taken all necessary corporate action to approve the issuance and terms of the offering
thereof and related matters and (b) certificates representing the shares of Common Stock
have been duly executed, countersigned, registered and delivered (or non-certificated
 shares of Common Stock shall have been properly issued) either (i) in accordance with the
applicable definitive purchase, underwriting or similar agreement approved by the Board,
then upon payment of the consideration therefor (not less than the par value of the Common
Stock) provided for therein; or (ii) upon conversion, exchange or exercise of any other
Security in accordance with the terms of the Security or the instrument governing the
Security providing for the conversion, exchange or exercise as approved by the Board, for
the consideration approved by the Board (not less than the par value of the Common Stock),
such shares of Common Stock will be validly issued, fully paid and non-assessable;3.
    
    when (a) the Board has taken all necessary corporate action to approve the issuance
and terms of the Warrants and the terms of the offering thereof, (b) the Warrant Agreement
has been duly authorized and validly executed and delivered by the Company, (c) the terms
of any Warrants and of their issuance and sale have been duly established in conformity
with the applicable Warrant Agreement so as not to violate any applicable law or result in
a default under or breach of any agreement or instrument binding upon the Company and so
as to comply with any requirements or restrictions imposed by any court or governmental
body having jurisdiction over the Company and (b) the Warrants have been duly executed and
authenticated in accordance with the applicable Warrant Agreement and issued and sold as
contemplated in the applicable Prospectus Supplement, the Warrants will constitute valid
and binding obligations of the Company, subject to bankruptcy, insolvency (including,
without limitation, all laws relating to fraudulent transfers), reorganization, moratorium
and similar laws relating to or affecting creditors rights generally and to general
equitable principles and covenants of good faith and fair dealing (regardless of whether
enforcement is sought in a proceeding in equity or at law);4.
    
    with respect to shares of any series of Preferred Stock, when (a) the Board has taken
all necessary corporate action to approve the issuance and terms of the shares of the




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 series, the terms of the offering thereof and related matters, including the adoption of a
resolution establishing and designating the series and fixing and determining the
preferences, limitations and relative rights thereof and the filing of a statement with
respect to the series with the Secretary of State of the State of Delaware (the
Certificate of Designation) and (b) certificates representing the shares of the series of
Preferred Stock have been duly executed, countersigned, registered and delivered either (i)
in accordance with the applicable definitive purchase, underwriting or similar agreement
approved by the Board, then upon payment of the consideration therefor (not less than the
par value of the Preferred Stock) provided for therein; or (ii) upon conversion, exchange
or exercise of any other Security in accordance with the terms of the Security or the
instrument governing the Security providing for the conversion, exchange or exercise as
approved by the Board, for the consideration approved by the Board (not less than the par
value of the Preferred Stock), the shares of the series of Preferred Stock will be validly
issued, fully paid and non-assessable; and5.
    
    when (a) the Board has taken all necessary corporate action to approve the issuance
and terms of the Depositary Shares, the terms of the offering thereof and related matters,
including the adoption of a Certificate of Designation relating to the Preferred Stock
underlying the Depositary Shares and the filing of the Certificate of Designation with the
Secretary of State of the State of Delaware, (b) the depositary agreement or agreements
relating to the Depositary Shares and the related depositary receipts have been duly
authorized and validly executed and delivered by the Company and the depositary appointed
by the Company, (c) the shares of Preferred Stock underlying the Depositary Shares have
been deposited with the depositary under the applicable depositary agreement and (d) the
depositary receipts representing the Depositary Shares have been duly executed,
countersigned, registered and delivered in accordance with the appropriate depositary
agreement approved by the Company, upon payment of the consideration thereof or provided
for in the applicable definitive purchase, underwriting or similar agreement, the
Depositary Shares will be legally issued.




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