Exhibit 5.1
53rd at Third | ||||||
885 Third Avenue | ||||||
New York, New York 10022-4834 | ||||||
Tel: +1.212.906.1200 Fax: +1.212.751.4864 | ||||||
www.lw.com | ||||||
FIRM / AFFILIATE OFFICES | ||||||
Abu Dhabi | Milan | |||||
Barcelona | Moscow | |||||
Beijing | Munich | |||||
Boston | New Jersey | |||||
Brussels | New York | |||||
July 8, 2013 | Chicago | Orange County | ||||
Doha | Paris | |||||
Dubai | Riyadh | |||||
Düsseldorf | Rome | |||||
Frankfurt | San Diego | |||||
Hamburg | San Francisco | |||||
Hong Kong | Shanghai | |||||
Houston | Silicon Valley | |||||
Seitel, Inc. | London | Singapore | ||||
10811 S. Westview Circle Drive | Los Angeles | Tokyo | ||||
Building C, Suite 100 | Madrid | Washington, D.C. | ||||
Houston, Texas 77043 |
Re: | Seitel, Inc. Registration Statement on Form S-4; Exchange Offer for $250,000,000 in Aggregate Principal Amount of 9½% Senior Notes due 2019 |
Ladies and Gentlemen:
We have acted as special counsel to Seitel, Inc., a Delaware corporation (the “Company”), in connection with the issuance of $250,000,000 in aggregate principal amount of its 9½% Senior Notes due 2019 (the “Notes”), and the guarantees of the Notes (the “Guarantees”) by the entities named on Schedule I hereto (the “Guarantors”), under an indenture, dated as of March 20, 2013 (the “Indenture”), among the Company, the Guarantors and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), and pursuant to a registration statement on Form S-4 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on June 19, 2013 (the “Registration Statement”). The Notes will be issued in exchange for the Company’s outstanding 9½% Senior Notes due 2019 (the “Old Notes”) on the terms set forth in the prospectus contained in the Registration Statement (the “Prospectus”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or Prospectus, other than as expressly stated herein with respect to the issue of the Notes and the Guarantees.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company, the Guarantors and others as to factual matters without having independently verified such factual matters. We are opining herein as to the internal laws of the State of New York, the General Corporation Law of the State of Delaware, the Delaware Limited Liability Company Act, the Delaware Revised Uniform Partnership Act and the Texas Business Organizations Code, and we express no opinion with
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respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Delaware and Texas, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Notes have been duly executed, issued and authenticated in accordance with the terms of the Indenture and delivered in exchange for the Old Notes in the circumstances contemplated by the Registration Statement and Prospectus, the Notes and the Guarantees will have been duly authorized by all necessary corporate action of the Company and the Guarantors, respectively, and will be legally valid and binding obligations of the Company and the Guarantors, respectively, enforceable against the Company and the Guarantors in accordance with their respective terms.
Our opinion is subject to: (i) the effect of bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and remedies of creditors, (ii) the effect of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing, and the discretion of the court before which a proceeding is brought; (iii) the invalidity under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy; and (iv) we express no opinion with respect to (a) any provision for liquidated damages, default interest, late charges, monetary penalties, make-whole premiums or other economic remedies to the extent such provisions are deemed to constitute a penalty, (b) consents to, or restrictions upon, governing law, jurisdiction, venue, arbitration, remedies, or judicial relief, (c) the waiver of rights or defenses contained in Section 4.06 of the Indenture; (d) any provision requiring the payment of attorneys’ fees, where such payment is contrary to law or public policy; (e) any provision permitting, upon acceleration of the Notes, collection of that portion of the stated principal amount thereof which might be determined to constitute unearned interest thereon; (f) provisions purporting to make a guarantor primarily liable rather than as a surety and provisions purporting to waive modifications of any guaranteed obligation to the extent such modification constitutes a novation; and (g) the severability, if invalid, of provisions to the foregoing effect. We express no opinion or confirmation as to federal or state securities laws, tax laws, antitrust or trade regulation laws, insolvency or fraudulent transfer laws, antifraud laws, compliance with fiduciary duty requirements, or pension or employee benefit laws, usury laws, environmental laws, margin regulations, FINRA rules or stock exchange rules (without limiting other laws excluded by customary practice).
With your consent, we have assumed (a) that the Indenture, the Guarantees and the Notes (collectively, the “Documents”) have been duly authorized, executed and delivered by the parties thereto other than the Company and each of the Guarantors, (b) that the Documents constitute legally valid and binding obligations of the parties thereto other than the Company and each of the Guarantors, enforceable against each of them in accordance with their respective terms, and (c) that the status of the Documents as legally valid and binding obligations of the parties is not affected by any (i) breaches of, or defaults under, agreements or instruments, (ii) violations of statutes, rules, regulations or court or governmental orders or (iii) failures to obtain required consents, approvals or authorizations from, or make required registrations, declarations or filings with, governmental authorities.
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This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours, |
/s/ Latham & Watkins LLP |
July 8, 2013
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SCHEDULE I
GUARANTORS
Entity Name | Jurisdiction of Formation | |
Datatel, Inc. | Delaware | |
DDD Energy, Inc. | Delaware | |
Seitel Canada Holdings, Inc. | Delaware | |
Seitel Data Corp. | Delaware | |
Seitel Data Processing, Inc. | Delaware | |
Seitel Delaware, Inc. | Delaware | |
Seitel Management, Inc. | Delaware | |
Seitel Offshore Corp. | Delaware | |
Seitel Solutions, Inc. | Delaware | |
Seitel IP Holdings, LLC | Delaware | |
Seitel Solutions, LLC | Delaware | |
Seitel Solutions Holdings, LLC | Delaware | |
SI Holdings, G.P. | Delaware | |
N360X, LLC | Texas | |
Seitel Data, Ltd. | Texas | |
Seitel Solutions, Ltd. | Texas |