Exhibit 5.1
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November 14, 2019
National Oilwell Varco, Inc.
7909 Parkwood Circle Drive
Houston, Texas 77036
Ladies and Gentlemen:
We have acted as counsel to National Oilwell Varco, Inc., a Delaware corporation (the “Company”), with respect to certain legal matters in connection with the registration by the Company under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and sale by the Company of $500,000,000 aggregate principal amount of 3.600% Senior Notes due 2029 (the “Notes”), to be issued and sold pursuant to the Underwriting Agreement, dated November 4, 2019, by and among the Company and the Underwriters named therein (the “Underwriting Agreement”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Underwriting Agreement.
The Notes are being offered and sold pursuant to a prospectus supplement dated November 4, 2019 (the “Prospectus Supplement”) filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b)(5) on November 6, 2019, which supplements the prospectus dated October 30, 2019, (such prospectus, as amended and supplemented by the Prospectus Supplement, the “Prospectus”), included in and forming part of the Registration Statement on FormS-3 (RegistrationNo. 333-234373) (the “Registration Statement”).
The Notes are to be issued pursuant to that certain Indenture, dated as of November 20, 2012 (the “Base Indenture”), by and between the Company and Wells Fargo Bank, National Association, as successor trustee (the “Trustee”), as amended and supplemented by the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, each dated as of November 20, 2012, and the Fourth Supplemental Indenture, dated as of November 14, 2019 (collectively, the “Supplemental Indentures” and, together with the Base Indenture, the “Indenture”).
In rendering the opinion set forth below, we have examined and relied upon (i) the Registration Statement, the Prospectus Supplement and the Prospectus, (ii) the Fifth Amended and Restated Certificate of Incorporation of the Company and Amended and RestatedBy-laws, as amended through the date hereof, (iii) corporate records of the Company including certain resolutions adopted by the Board of Directors and the Pricing Committee of the Board of Directors of the Company relating to the terms and sales of the Notes and related matters, (iv) the Underwriting Agreement, a copy of which is being filed with the Commission, together with this opinion of counsel, as an exhibit to the Company’s Current Report on Form8-K prior to the closing of the sale of the Notes, (v) the Base Indenture and the Supplemental Indentures, and (vi) such other certificates, statutes and other instruments and documents as we consider appropriate for purposes of the opinions hereafter expressed. In addition, we have reviewed and relied upon certain certificates of officers of the Company and of government officials with respect to certain factual matters that we have not independently verified.
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