Exhibit 5.1
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March 3, 2020
Halliburton Company
3000 North Sam Houston Parkway East
Houston, TX 77032
Ladies and Gentlemen:
In connection with the issuance by Halliburton Company, a Delaware corporation (“Halliburton”), of $1,000,000,000 aggregate principal amount of its 2.920% Senior Notes due 2030 (the “Notes”), pursuant to (a) the Registration Statement of Halliburton on FormS-3 (RegistrationNo. 333-236378) (the “Registration Statement”), dated February 11, 2020, which was filed on February 11, 2020 by Halliburton with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), and (b) the related prospectus dated February 11, 2020 (filed February 11, 2020), as supplemented by the prospectus supplement relating to the sale of the Notes dated February 19, 2020 (as so supplemented, the “Prospectus”), as filed by Halliburton with the Commission pursuant to Rule 424(b) under the Act, certain legal matters with respect to the Notes are being passed upon for you by us. At your request, this opinion is being furnished to you for filing as Exhibit 5.1 to the Current Report of Halliburton on Form8-K to be filed with the Commission on the date hereof (the “Form8-K”).
In our capacity as your counsel in the connection referred to above, we have examined originals, or copies certified or otherwise identified, of (i) the Underwriting Agreement, dated February 19, 2020 (the “Underwriting Agreement”), among Halliburton and the several Underwriters named in Schedule II to the Underwriting Agreement (the “Underwriters”); (ii) the Indenture (the “Base Indenture”), dated October 17, 2003, between Halliburton and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank), as trustee (the “Trustee”), (iii) the Ninth Supplemental Indenture to the Base Indenture between Halliburton and the Trustee (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”), (iv) the global notes representing the Notes, (v) the Registration Statement and the Prospectus, (vi) Halliburton’s Restated Certificate of Incorporation andBy-laws, in each case as amended to date, (vii) corporate records of Halliburton, including certain resolutions of the Board of Directors of Halliburton as furnished to us by Halliburton, and (viii) certificates of public officials and of representatives of Halliburton, statutes and other instruments and documents as a basis for the opinions hereinafter expressed. In giving such opinions, we have relied, to the extent we deemed proper, upon certificates, statements and other representations of officers or authorized agents of Halliburton and of governmental and public officials with respect to the accuracy and completeness of the material factual matters contained therein or covered thereby. We have assumed