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EXHIBIT 5.2
SHER GARNER CAHILL RICHTER
KLEIN MCALISTER & HILBERT, L.L.C.
TWENTY-EIGHTH FLOOR
909 POLYDRAS STREET
NEW ORLEANS, LA 70112-1033
(504) 299-2100 FAX (504) 299-2300
August 2, 2001
Pride International, Inc.
5847 San Felipe
Suite 3300
Houston, Texas 77057
Re: Registration of not more than 62,894,980 shares of the no par value
common stock of Pride International, Inc.
Ladies and Gentlemen:
We are acting as special Louisiana counsel to Pride International, Inc., a
Louisiana corporation (the "Company"). We have been asked to render certain
opinions in connection with the Registration Statement (the "Registration
Statement") on Form S-4 to be filed by the Company, and PM Merger, Inc., a
Delaware corporation and wholly owned subsidiary of the Company ("PM Merger"),
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended. The Registration Statement relates to the
proposed offering of not more than 62,894,980 shares of the Company's no par
value common stock (together with the preferred share purchase rights that trade
with such common stock, the "Shares") to be issued by the Company to the former
shareholders of Marine Drilling Companies, Inc., a Texas corporation ("Marine")
as consideration for the merger (the "Merger") of Marine with and into AM
Merger, Inc., a Delaware corporation and wholly owned subsidiary of the Company
("AM Merger") with AM Merger as the surviving corporation, pursuant to that
certain Agreement and
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Plan of Merger by and among the Company, PM Merger, Marine, and AM Merger, dated
May 23, 2001 (the "Merger Agreement") all as more thoroughly described in the
Registration Statement. Unless otherwise defined, capitalized terms used herein
shall have the respective meanings set forth in the Registration Statement.
We do not represent the Company on a general or regular basis and,
accordingly, have no detailed information concerning its business or operations.
No member of this firm is an officer or director of the Company. In our capacity
as special Louisiana counsel to the Company in connection with this opinion
letter (the "Opinion"), we have reviewed the following documents:
1. a copy of the Amended and Restated Articles of Incorporation of the
Company, as amended, certified by the Secretary of the Company and
by the Louisiana Secretary of State on July 31, 2001 (the "Articles
of Incorporation");
2. a copy of the Bylaws of the Company, certified by the Secretary of
the Company (the "Bylaws");
3. an original Certificate of Good Standing for the Company from the
Louisiana Secretary of State dated July 31, 2001;
4. a copy of the Registration Statement;
5. a copy of the Merger Agreement;
6. resolutions of the Board of Directors of the Company, certified by
the Secretary of the Company; and
7. such other documents as we have deemed relevant or necessary as a
basis for the opinions hereinafter set forth.
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We have also relied upon a certificate from the Secretary of the Company
(the "Secretary Certificate") with respect to the accuracy of the material
factual matters contained in such certificate, without undertaking to verify the
same by independent investigation.
Subject to the assumptions, qualifications, exceptions, and limitations
set forth in this Opinion, 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 Louisiana.
2. The Shares are duly authorized, and upon the effectiveness of the
Merger under La. R.S. 12:114, shall be validly issued, fully paid
and nonassessable.
For purposes of this Opinion we have assumed, with your permission and
without independent investigation, the following:
1. the genuineness of all signatures on all documents and certificates
referred to herein or relied upon by us, and the conformity to
original documents of documents submitted to us as conformed,
certified, or photostatic copies;
2. the accuracy of all statements made in the Secretary Certificate;
3. in rendering the opinions expressed in opinion number 2 above, with
respect to the offer, issuance, and delivery by the Company of the
Shares:
(a) except for the Louisiana Business Corporation Law
(Louisiana Revised Statutes 12:1 - 12:178) (the "LBCL"), each
such offer, issuance, and delivery and the execution,
delivery, and performance of the Merger Agreement and the
documents relating thereto (the "Transaction Documents") or
delivered in connection therewith, the performance of any oral
agreements relating thereto (the "Oral Agreements"), and the
consummation of the transactions contemplated thereby, as to
the Company
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or any other party thereto, did not, and will not, violate,
result in a breach of, or conflict with any law, rule,
regulation, order, judgement or decree, in each case whether
then or subsequently in effect;
(b) at the time thereof and at all times subsequent thereto,
the persons authorizing each such offer, issuance, delivery,
execution, performance or transaction for the Company or for
any such other party did not violate any fiduciary or other
duty owed by them;
(c) no event shall take place which will cause any such offer,
issuance, delivery, execution, performance, or transaction not
to comply with any such law, rule, regulation, order,
judgment, decree or duty, or which will permit the Company or
any such other party at any time thereafter to cancel,
rescind, or otherwise avoid such offer, issuance, delivery,
execution, performance, transaction, document, or oral
agreement;
(d) there will be no misrepresentation or omission by the
Company, any such other party, or any other person or entity
in connection with any such offer, issuance, delivery,
execution, performance, or transaction;
(e) each other party to each such offer, issuance, delivery,
execution, performance, or transaction, (A) has duly and
validly taken, or will duly and validly take, all necessary
corporate or other proceedings of the directors (or a
committee of directors), stockholders, and all other bodies to
authorize the execution, delivery, and performance of the
Transaction Documents, the performance of the Oral Agreements,
and the consummation of such transactions; (B) did not and
will not, at any time, violate or result in a breach of any
term of its articles of incorporation, bylaws, or other
governing documents by such disposition, execution, delivery,
performance, or transaction; (C) will have the power,
authority, and capacity to consummate each such disposition,
and transaction, to execute, deliver, and perform each
Transaction Document, and to perform
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each Oral Agreement; and (D) duly authorized each such
disposition, and transaction, duly authorize, execute, and
deliver each such document, and duly authorize each such oral
agreement, and all such documents and oral agreements
constitute the legal, valid and binding obligations of such
other party, and are enforceable as to such other party in
accordance with their terms;
(f) each such offer, issuance, delivery, execution,
performance, or transaction by the Company, each such
disposition by the other party thereto, the execution,
delivery, and performance of each such document, the
performance of each such Oral Agreement, and the consummation
of each such transaction, by the Company and the other party
thereto, did not and will not violate, result in a breach of,
conflict with or (with or without the giving of notice or the
passage of time or both) entitle any party to terminate or
call a default under any term of any contract, agreement,
instrument, lease, license, arrangement, or understanding to
which the Company or any such other party is or becomes a
party or to which any of them or any of their respective
properties, assets or security holders are or will be subject;
(g) each Transaction Document has been duly executed,
delivered, and performed by the Company;
(h) each Oral Agreement, if any, has been duly performed by
the Company, constitutes the legal, valid and binding
obligation of the Company, and is enforceable as to the
Company in accordance with its terms;
(i) the officers of the Company purporting to sign the stock
certificates either manually or by facsimile did in fact
execute the certificates;
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(j) the corporate seal of the Company will be properly affixed
to the stock certificates;
(k) none of the shareholders of Marine and none of such other
parties is subject to any impediment to which investors or
contracting parties generally are not subject which would
affect the opinions expressed in opinion number 2; and
(l) countersignatures of the transfer agent and registrar are
valid and binding on the transfer agent and registrar.
4. no dividends have been paid by the Company and no distributions of
assets of the Company have occurred in violation of, or contrary to,
the provisions of the LBCL; and
5. no facts now exist or will in the future exist that may provide a
basis for disregarding the separate corporate entity of the Company,
AM Merger or PM Merger.
We have made no investigation or inquiry to determine the accuracy of the
foregoing assumptions and are not responsible for the effect of the inaccuracy
of any of these assumptions on the opinions expressed herein.
This Opinion is rendered solely as to matters of Louisiana law, and we do
not purport to express any opinion herein concerning any law other than the laws
of the State of Louisiana. We are not opining as to any federal or state
securities laws or the laws of the United States of America. To the extent, if
any, that the laws of any jurisdiction other than the State of Louisiana may be
applicable to any of the transactions, documents or matters referred to herein,
we express no opinion with respect to any such laws or their effect on any of
the transactions, documents or matters. This Opinion expresses our legal opinion
as to the foregoing matters based on our professional judgment at this time; it
is not, however, to be construed as a guaranty, nor is it a
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warranty that a court considering such matters would not rule in a manner
contrary to the opinions set forth above. The opinions expressed herein are
limited to the specific issues addressed and are limited in all respects to laws
and facts existing on the date of this letter. We undertake no responsibility to
advise you of any changes in the law or the facts after the date hereof that
would alter the scope or substance of the opinions expressed herein. We hereby
consent to the reference to our firm under the caption "Legal Matters" in the
Joint Proxy Statement/Prospectus included in the Registration Statement and to
the filing of this Opinion with the Commission as an exhibit to the Registration
Statement. The Opinion may not be otherwise used, circulated or quoted, either
in whole or in part, without the prior written consent of this firm.
Very truly yours,
/s/ SHER GARNER CAHILL RICHTER
KLEIN MCALISTER & HILBERT, L.L.C.
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SHER GARNER CAHILL RICHTER
KLEIN MCALISTER & HILBERT, L.L.C.