Exhibit 5.1
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Exhibits 5 and 23.1
OPINION OF DAVIS POLK & WARDWELL LLP
December 9, 2021
Baker Hughes Holdings LLC
Baker Hughes Co-Obligor, Inc.
17021 Aldine Westfield Road
Houston, Texas 77073
Ladies and Gentlemen:
Baker Hughes Holdings LLC, a Delaware limited liability company (the “Company”) and Baker Hughes Co-Obligor, Inc., a Delaware Corporation (the “Co-Obligor, together with the Company, the “Issuers”) have filed with the Securities and Exchange Commission a Registration Statement on Form S-3 (File No. 333-250065) (the “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), certain securities, including $650,000,000 aggregate principal amount of 1.231% Senior Notes due 2023 and $600,000,000 aggregate principal amount of 2.061% Senior Notes due 2026 of the Company, for which the Co-Obligor is a co-obligor (the “Securities”). The Securities are to be issued pursuant to the provisions of the Indenture dated as of October 28, 2008 between the Company (as successor to Baker Hughes Incorporated) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as amended and supplemented by the Second Supplemental Indenture, dated as of July 3, 2017, among the Company, the Co-Obligor and the Trustee and as further amended and supplemented by the Sixth Supplemental Indenture, dated as of the date hereof, among the Company, the Co-Obligor and the Trustee (together, the “Indenture”). The Securities are to be sold pursuant to the Underwriting Agreement dated December 6, 2021 (the “Underwriting Agreement”) among the Issuers and the several underwriters named therein (the “Underwriters”).
We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.
In rendering the opinion expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewed are genuine, (iv) all natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of public officials and officers of the Issuers that we reviewed were and are accurate and (vi) all representations made by the Issuers as to matters of fact in the documents that we reviewed were and are accurate.