EXHIBIT 5.1
BAKER BOTTS L.L.P.
One Shell Plaza
910 Louisiana
Houston, Texas 77002-4995
713.229.1234
FAX 713.229.1522
December 26, 2001
Pride International, Inc.
5847 San Felipe, Suite 3300
Houston, Texas 77057
Gentlemen:
As set forth in Post-Effective Amendment No. 1 (the
"Post-Effective Amendment") to the Registration Statement on Form S-3
(Registration No. 333-40014) 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 (i) unsecured debt securities of the Company ("Debt
Securities"), (ii) shares of preferred stock, par value $.01 per share, of the
Company ("Preferred Stock"), (iii) shares of common stock, par value $.01 per
share, of the Company ("Common Stock") and (iv) warrants to purchase other
securities ("Warrants" and, together with the Debt Securities, the Preferred
Stock and the Common Stock, the "Securities") that may be issued and sold by the
Company from time to time pursuant to Rule 415 under the Act for an aggregate
initial offering price not to exceed $237,499,071, certain legal matters in
connection with the Securities are being passed upon for you by us. At your
request, this opinion is being furnished to you for filing as Exhibit 5.1 to the
Post-Effective Amendment.
In our capacity as your counsel in the connection referred to
above, we have examined (i) the Certificate of Incorporation and By-Laws of the
Company, each as amended to date (together, the "Charter Documents"), (ii) the
Indenture dated as of May 1, 1997 (the "Senior Indenture") between the Company
and JPMorgan Chase Bank (formerly The Chase Manhattan Bank), as trustee,
pursuant to which senior Debt Securities may be issued, (iii) the Indenture
dated as of April 1, 1998 (together with the Senior Indenture, the "Indentures")
between the Company and HSBC Bank USA (formerly Marine Midland Bank), as
trustee, pursuant to which subordinated Debt Securities may be issued, and (iv)
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 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 connection with this opinion, we have assumed that (i) the
Post-Effective Amendment will have become effective under the Act; (ii) a
prospectus supplement will have been prepared and filed with the Commission
describing the Securities offered thereby; (iii) all Securities will be issued
and sold in compliance with applicable federal and state securities laws
Pride International, Inc. 2 December 26, 2001
and in the manner stated in the Post-Effective Amendment and the applicable
prospectus supplement; (iv) a definitive purchase, underwriting or similar
agreement with respect to any Securities offered will have been duly authorized
and validly executed and delivered by the Company and the other parties thereto;
(v) any securities issuable upon conversion, exchange, redemption or exercise of
any Securities being offered will be duly authorized, created and, if
appropriate, reserved for issuance upon such conversion, exchange, redemption or
exercise and (vi) with respect to shares of Common Stock or Preferred Stock
offered, there will be sufficient shares of Common Stock or Preferred Stock
authorized under the Company's Charter Documents and not otherwise reserved for
issuance.
On the basis of the foregoing, and subject to the assumptions,
limitations and qualifications hereinafter set forth, we are of the opinion
that:
1. With respect to shares of Common Stock, when (i) the Board
of Directors of the Company or, to the extent permitted by the General
Corporation Law of the State of Delaware and the Company's Charter
Documents, 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
thereof and the terms of the offering of shares of Common Stock and
related matters, and (ii) certificates representing the shares of
Common Stock have been duly executed, countersigned, registered and
delivered either (a) in accordance with the applicable definitive
purchase, underwriting or similar agreement approved by the Board upon
payment of the consideration therefor (not less than the par value of
the Common Stock) provided for therein, or (b) upon conversion,
exchange, redemption or exercise of any other Security, in accordance
with the terms of such Security or the instrument governing such
Security providing for such conversion, exchange, redemption or
exercise as approved by the Board, for the consideration approved by
the Board (not less than the par value of the Common Stock), the shares
of Common Stock will be duly authorized, validly issued, fully paid and
non-assessable.
2. With respect to shares of Preferred Stock, when (i) the
Board has taken all necessary corporate action to approve and establish
the terms of the shares of Preferred Stock, to approve the issuance
thereof and the terms of the offering thereof and related matters,
including the adoption of a Certificate of Designations relating to
such Preferred Stock (a "Certificate of Designations"), and such
Certificate of Designations has been filed with the Secretary of State
of the State of Delaware, and (ii) certificates representing the shares
of Preferred Stock have been duly executed, countersigned, registered
and delivered either (a) in accordance with the applicable definitive
purchase, underwriting or similar agreement approved by the Board upon
payment of the consideration therefor (not less than the par value of
the Preferred Stock) provided for therein, or (b) upon conversion,
exchange, redemption or exercise of any other Security, in accordance
with the terms of such Security or the instrument governing such
Security providing for such conversion, exchange, redemption or
exercise as approved by the Board, for the consideration approved by
the Board (not less than the par value of the Preferred Stock), the
shares of Preferred Stock will be duly authorized, validly issued,
fully paid and non-assessable.
Pride International, Inc. 3 December 26, 2001
3. With respect to Debt Securities, when (i) the Board has
taken all necessary corporate action to approve and establish the terms
of the Debt Securities, to approve the issuance thereof and the terms
of the offering thereof and related matters, and (ii) such Debt
Securities have been duly executed, authenticated, issued and delivered
in accordance with both the provisions of the applicable Indenture and
either (a) the provisions of the applicable definitive purchase,
underwriting or similar agreement approved by the Board upon payment of
the consideration therefor provided for therein or (b) upon conversion,
exchange, redemption or exercise of any other Security, in accordance
with the terms of such Security or the instrument governing such
Security providing for such conversion, exchange, redemption or
exercise as approved by the Board, for the consideration approved by
the Board, such Debt Securities will constitute legal, valid and
binding obligations of the Company, enforceable against the Company,
except as the enforceability thereof is subject to the effect of (i)
bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance or other laws relating to or affecting creditors' rights
generally and (ii) general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at law).
4. With respect to Warrants, when (i) the Board has taken all
necessary corporate action to approve the creation of and the issuance
and terms of the Warrants, the terms of the offering thereof and
related matters, (ii) the Warrant Agreement or Agreements relating to
the Warrants have been duly authorized and validly executed and
delivered by the Company and the Warrant Agent appointed by the
Company, and (iii) the Warrants or certificates representing the
Warrants have been duly executed, countersigned, registered and
delivered in accordance with the appropriate Warrant Agreement or
Agreements and the applicable definitive purchase, underwriting or
similar agreement approved by the Board upon payment of the
consideration therefor provided for therein, the Warrants will be duly
authorized and validly issued.
The opinions set forth above are limited in all respects to
matters of the contract law of the State of New York, the General Corporation
Law of the State of Delaware and applicable federal law. We hereby consent to
the filing of this opinion with the Commission as Exhibit 5.1 to the
Post-Effective Amendment. We also consent to the reference to our Firm under the
heading "Legal Opinions" in the prospectus forming a part of the Post-Effective
Amendment. In giving such consent, we do not hereby admit that we are in 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.