Exhibit 5.1
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Davis Polk & Wardwell LLP 450 Lexington Avenue
New York, NY 10017 | | 212 450 4000 tel 212 701 5800 fax | | |
September 16, 2019
Baker Hughes, a GE company
17021 Aldine Westfield Road
Houston, Texas 77073
Ladies and Gentlemen:
Baker Hughes, a GE company, a Delaware corporation (the “Company”), has filed with the Securities and Exchange Commission a Registration Statement on FormS-3 (FileNo. 333-228341) (the “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), certain securities, including the 132,500,000 shares of its Class A common stock, par value $0.0001 per share (the “Securities”) to be sold pursuant to the Underwriting Agreement dated September 11, 2019 (the “Underwriting Agreement”) among the Company, the selling stockholder named in Schedule I therein (the “Selling Stockholder”) and the several underwriters named in Schedule II 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 Company that we reviewed were and are accurate and (vi) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.
Based upon the foregoing, we advise you that, in our opinion, when the Securities have been issued and delivered against payment therefor in accordance with the terms of the Underwriting Agreement, the Securities will be validly issued, fully paid andnon-assessable.
We are members of the Bar of the State of New York and the foregoing opinion is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware.
