EXHIBIT 5
[Letterhead of Baker & Botts, L.L.P.]
April 22, 1998
Innovative Valve Technologies, Inc.
2 Northpoint Drive, Suite 300
Houston, Texas 77060
Gentlemen:
As set forth in the Registration Statement on Form S-4 filed with
the Securities and Exchange Commission (the "Commission") on April 2, 1998 (the
"Registration Statement") by Innovative Valve Technologies, Inc., a Delaware
corporation (the "Company"), under the Securities Act of 1933, as amended (the
"Act"), relating to 5,000,000 shares of common stock, par value $.001 per share,
of the Company, including the rights to purchase Series A Junior Participating
Preferred Stock associated therewith ("Common Stock"), $50,000,000 aggregate
principal amount of Convertible Subordinated Debt Securities ("Convertible Debt
Securities") and the shares of Common Stock issuable on conversion thereof (the
"Conversion Shares") to be issued and sold by the Company from time to time
pursuant to Rule 415 under the Act, certain legal matters in connection with the
aforementioned securities are being passed on for the Company by us.
In our capacity as counsel for the Company, we have examined the
Registration Statement, the Certificate of Incorporation and Bylaws of the
Company, each as amended to date, the form of Indenture to be entered into by
the Company and a bank or trust company, as trustee (the "Trustee"), relating to
the Convertible Debt Securities and filed as an exhibit to the Registration
Statement (the "Form of Indenture"), and the originals, or copies certified or
otherwise identified, of corporate records of the Company, certificates of
public officials and of representatives of the Company, statutes and other
instruments and documents as a basis for the opinions hereafter expressed.
In connection with this opinion, we have assumed that (i) the
Registration Statement, and any amendments thereto (including post-effective
amendments), will have become effective; and (ii) the Convertible Debt
Securities and Common Stock will be sold in compliance with applicable federal
and state securities laws and in the manner stated in the Registration Statement
and any appropriate prospectus supplement.
On the basis of and subject to the foregoing, we are of the
opinion that:
1. The Company is a corporation duly incorporated and validly
existing in good standing under the laws of the State of Delaware.
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2. With respect to the shares of Common Stock, when (i) the Board
of Directors of the Company or, to the extent permitted by Section
141(c) of the General Corporation Law of the State of Delaware, a duly
constituted and acting committee thereof (such Board of Directors or
committee being hereinafter referred to as the "Board"), has taken all
necessary corporate action to approve the issuance of and the terms of
the offering of the shares of Common Stock and related matters and (ii)
certificates representing the shares of Common Stock have been duly
executed, countersigned, registered and delivered in accordance with the
applicable agreement and plan of reorganization or definitive purchase
or similar agreement approved by the Board on payment of the
consideration therefor (not less than the par value of the Common Stock)
provided for therein, the shares of Common Stock will be duly
authorized, validly issued, fully paid and nonassessable.
3. With respect to the Convertible Debt Securities of any series,
when (i) the Board has taken all necessary corporate action to approve
the execution and delivery of an indenture in substantially the form of
the Form of Indenture (an "Indenture") and the issuance of and the terms
of the offering of the Convertible Debt Securities of that series and
related matters, (ii) an Indenture has been duly executed and delivered
by the Company and the Trustee or a successor Trustee, (iii) the Trustee
or a successor trustee has been duly qualified under the Trust Indenture
Act of 1939, as amended, and (iv) forms of securities complying with the
applicable terms of the Indenture and representing the Convertible Debt
Securities of that series have been duly executed and delivered by the
Company and authenticated by the Trustee or its duly appointed agent in
the form approved by the Board and in accordance with the Indenture and
the applicable agreement and plan of reorganization or definitive
purchase or similar agreement on payment of the consideration therefor
provided for therein, the Convertible Debt Securities of that series
will be duly authorized, validly issued, and constitute valid and
binding obligations of the Company entitled to the benefits of the
Indenture and enforceable against the Company in accordance with their
terms, except as such enforcement is subject to (a) any applicable
bankruptcy, insolvency, reorganization, moratorium or other laws
relating to or affecting creditors' rights generally, (b) general
principles of equity (regardless of whether that enforceability is
considered in a proceeding in equity or at law) and (c) any implied
covenants of good faith and fair dealing.
4. The Conversion Shares have been duly authorized and reserved
for issuance on conversion of the Convertible Debt Securities of any
series and when (i) the Convertible Debt Securities of that series have
been issued in compliance with clauses (i) through (iv) of the preceding
paragraph and (ii) certificates representing the Conversion Shares have
been duly executed, countersigned, registered and delivered in
accordance with the terms of the Convertible Debt Securities of that
series and the Indenture on conversion of the Convertible
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Debt Securities of that series, the Conversion Shares will be duly
authorized, validly issued, fully paid and non-assessable.
The opinion set forth above is limited in all respects to matters
of the laws of the States of New York and Texas, the General Corporation Law of
the State of Delaware and the federal laws of the United States of America, to
the extent applicable.
We hereby consent to the filing of this opinion of counsel as
Exhibit 5 to the Registration Statement. We also consent to the reference to our
name under the heading "Legal Matters" in the prospectus forming a part of the
Registration Statement.
Very truly yours,
BAKER & BOTTS, L.L.P.