EXHIBIT 5.1
Baker Botts L.L.P.
One Shell Plaza
910 Louisiana
Houston, Texas 77002
713-229-1234
FAX 713-229-1522
October 19, 2001
Pride International, Inc.
5847 San Felipe, Suite 3300
Houston, Texas 77057
Ladies and Gentlemen:
As set forth in Post-Effective Amendment No. 1 on Form S-8 (the
"Post-Effective Amendment") to the Registration Statement on Form S-4
(Registration Nos. 333-66644 and 333-66644-01) to be filed by Pride
International, Inc., a Delaware corporation (the "Company"), with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"), relating to 19,413,815 shares (the "Shares") of common
stock, par value $.01 per share, of the Company (the "Common Stock"), certain
legal matters in connection with the Shares are being passed upon for the
Company by us. At your request, this opinion is being furnished to you for
filing as Exhibit 5.1 to the Post-Effective Amendment.
As of the effective time (the "Effective Time") of the merger of
Pride International, Inc., a Louisiana corporation ("Pride Louisiana"), with and
into the Company, with the Company surviving (the "Reincorporation Merger"),
pursuant to and in accordance with the Agreement and Plan of Merger, dated as of
May 23, 2001 (as amended, the "Merger Agreement"), by and among Pride Louisiana,
the Company, Marine Drilling Companies, Inc., a Texas corporation, and AM
Merger, Inc., a Delaware corporation, the Shares included (i) 10,118,035 shares
(the "Option Shares") reserved for issuance pursuant to options to purchase
Common Stock assumed by the Company in the Reincorporation Merger (collectively,
the "Company Options"); (ii) 8,925,381 shares (the "Employee Plan Shares")
reserved for issuance pursuant to awards to be granted under the Pride
International, Inc. 1998 Long-Term Incentive Plan and 1993 Directors' Stock
Option Plan (collectively, the "Employee Plans"); and (iii) 370,399 shares (the
"Stock Purchase Plan Shares") reserved for issuance pursuant to the Pride
International, Inc. Employee Stock Purchase Plan (the "Stock Purchase Plan").
The Option Shares were originally issued pursuant to the Pride International,
Inc. 1988 Long-Term Incentive Plan, 1998 Long-Term Incentive Plan and 1993
Directors' Stock Option Plan, the Marine Drilling Companies, Inc. 1992 Long-Term
Incentive Plan, 1995 Non-Employee Directors' Plan and 2001 Stock Incentive Plan
and the Forasol-Foramer N.V. 1996 Long-Term Incentive Plan (collectively, the
"Predecessor Plans").
In connection with this opinion, we have examined the Merger
Agreement, the Company's Certificate of Incorporation and Bylaws, each as
amended to date, the Employee Plans, the Stock Purchase Plan, and originals, or
copies certified or otherwise identified, of corporate records of the Company,
including minute books of the Company as furnished to us by
BAKER BOTTS L.L.P.
Pride International, Inc. 2 October 19, 2001
the Company, certificates of public officials and of representatives of the
Company, statutes and other instruments and documents as a basis for the
opinions hereinafter expressed. In giving such opinions, we have relied upon
certificates of officers of the Company and of public officials with respect to
the accuracy of the material factual matters contained in such certificates. In
giving the opinions below, we have assumed that the signatures on all documents
examined by us are genuine, that all documents submitted to us as originals are
accurate and complete, that all documents submitted to us as copies are true and
correct copies of the originals thereof and that all information submitted to us
was accurate and complete.
In rendering this opinion, we have assumed that, immediately prior
to the Effective Time, Pride Louisiana was a corporation duly organized and
validly existing in good standing under the laws of the State of Louisiana and
that all options outstanding immediately prior to the Effective Time assumed by
the Company in the Reincorporation Merger were duly authorized and validly
granted in accordance with the applicable Predecessor Plan. For purposes of
paragraphs 2, 3 and 4 below, we have assumed that the consideration received by
the Company for the Option Shares, the Employee Plan Shares and the Stock
Purchase Plan Shares will not be less than the par value of the Shares.
On the basis of the foregoing, and subject to the assumptions,
limitations and qualifications hereinafter set forth, we are of the opinion
that:
1. The Company is a corporation organized and validly existing in
good standing under the laws of the State of Delaware.
2. The Option Shares issuable pursuant to the Company Options have
been duly authorized by all necessary corporate action on the part of the
Company. Upon issuance and delivery of the Option Shares from time to time
pursuant to the terms of a particular Company Option for the consideration
established pursuant to the terms thereof and otherwise in accordance with
the terms and conditions of such Company Option, including, if applicable,
the lapse of any restrictions relating thereto, the satisfaction of any
performance conditions associated therewith and any requisite
determinations by or pursuant to the authority of the Board of Directors
or a duly constituted and acting committee thereof as provided therein,
and the exercise thereof and payment for such Shares as provided therein,
such Shares will be validly issued, fully paid and nonassessable.
3. When issued by the Company pursuant to the provisions of the
applicable Employee Plan following due authorization of a particular award
thereunder by the Board of Directors of the Company or a duly constituted
and acting committee thereof as provided in and in accordance with such
Employee Plan, the Employee Plan Shares issuable pursuant to such award
will have been duly authorized by all necessary corporate action on the
part of the Company. Upon issuance and delivery of such Shares from time
to time pursuant to the terms of such award for the consideration
established pursuant to the terms of such Employee Plan and otherwise in
accordance with the terms and
BAKER BOTTS L.L.P.
Pride International, Inc. 3 October 19, 2001
conditions of such award, including, if applicable, the lapse of any
restrictions relating thereto, the satisfaction of any performance
conditions associated therewith and any requisite determinations by or
pursuant to the authority of the Board of Directors or a duly constituted
and acting committee thereof as provided therein, and, in the case of
stock options, the exercise thereof and payment for such Shares as
provided therein, such Shares will be validly issued, fully paid and
nonassessable.
4. With respect to the Stock Purchase Plan Shares that are to be
issued either as newly issued shares or as treasury shares by the Company,
such Shares have been duly authorized and, when issued in accordance with
the terms and provisions of the Stock Purchase Plan, will be validly
issued, fully paid and nonassessable.
The opinions set forth above are limited in all respects to matters
of the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion with the Commission
as Exhibit 5.1 to the Post-Effective Amendment. In giving such consent, we do
not admit that we are within 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,
Baker Botts L.L.P.
JDK/TRF/ANM