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Exhibit 5.1
[LETTERHEAD OF LATHAM & WATKINS]
June 5, 1996
Board of Directors
Tuboscope Vetco International
Corporation
2835 Holmes Road
Houston, Texas, 77051
Re: Registration Statement on Form S-8
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Gentlemen:
At your request we have examined the Registration Statement on Form S-8
(the "Registration Statement") to be filed by you with the Securities and
Exchange Commission in connection with the registration under the Securities Act
of 1933, as amended, of 1,200,000 shares (the "Shares") of common stock, $.01
par value, of Tuboscope Vetco International Corporation (the "Company"), none of
which are issued and outstanding as of the date hereof, but which are issuable
upon exercise of options previously granted and to be granted in the future
under the 1996 Equity Participation Plan of Tuboscope Vetco International
Corporation (the "Plan").
We are familiar with the proceedings taken by you, and with the additional
proceedings proposed to be taken by you, in connection with the authorization
and proposed issuance and sale of the Shares. Based upon the foregoing, we are
of the opinion that, upon the exercise of options granted pursuant to the Plan
and the issuance and sale of the Shares, each in the manner contemplated by the
Registration Statement and the Summary of the Plan dated June 5, 1996, and each
in accordance with the terms of the Plan, the Shares will be legally and validly
issued, fully paid and nonassessable securities of the Company.
We are opining herein as to the effect on the subject transaction of only
the General Corporation Law of the State of Delaware and we assume no
responsibility as to the application to the subject transaction, or the effect
thereon, of any other laws, of the laws of any other jurisdiction or as to any
matters of municipal law or the laws of any other local agencies within any
other state.
We consent to your filing this opinion as an exhibit to the Registration
Statement.
Very Truly Yours,
/s/ Latham & Watkins