EXHIBIT 5.1
[BAKER BOTTS L.L.P. LETTERHEAD]
November 13, 2002
ConocoPhillips
600 North Dairy Ashford
Houston, Texas 77079
Ladies and Gentlemen:
As set forth in the Registration Statement on Form S-4 (the "Registration
Statement") to be filed with the Securities and Exchange Commission (the
"Commission") by ConocoPhillips, a Delaware corporation (the "Company"), Conoco
Inc., a Delaware corporation ("Conoco"), and Phillips Petroleum Company, a
Delaware corporation ("Phillips" and, collectively with Conoco, the
"Guarantors"), under the Securities Act of 1933, as amended (the "Act"),
relating to the registration under the Act of $400 million aggregate principal
amount of the Company's 3.625% Notes due 2007, $1,000 million aggregate
principal amount of the Company's 4.75% Notes due 2012 and $600 million
aggregate principal amount of the Company's 5.90% Notes due 2032 (collectively,
the "New Notes") fully and unconditionally guaranteed by the Guarantors (the
"Guarantees"), to be offered by the Company and the Guarantors in exchange (the
"Exchange Offer") for a like principal amount of the Company's issued and
outstanding 3.625% Notes due 2007, 4.75% Notes due 2012 and 5.90% Notes due 2032
fully and unconditionally guaranteed by the Guarantors (collectively, the "Old
Notes"), certain legal matters in connection with the New Notes and the related
Guarantees are being passed upon for you by us. The New Notes and the related
Guarantees are to be issued under an Indenture, dated as of October 9, 2002 (the
"Indenture"), among the Company, the Guarantors and The Bank of New York, as
Trustee, pursuant to the terms of each series of the New Notes as established
pursuant to resolutions duly adopted by the Board of Directors of the Company.
In our capacity as your counsel in the connection referred to above, we
have examined the Company's Restated Certificate of Incorporation and Bylaws,
each as amended to date, Conoco's Restated Certificate of Incorporation and
Bylaws, each as amended to date, Phillips' Restated Certificate of Incorporation
and Bylaws, each as amended to date, and the originals, or copies certified or
otherwise identified, of the Indenture, of corporate records of each of the
Company, Conoco and Phillips, including minute books of each of the Company,
Conoco and Phillips as furnished to us by the Company, Conoco and Phillips,
certificates of public officials and of representatives of each of the Company,
Conoco and Phillips, statutes and other instruments and documents, as a basis
for the opinions hereinafter expressed. We have assumed that the signatures on
all documents examined by us are genuine, all documents submitted to us as
originals are authentic and all documents submitted to us as certified or
photostatic copies conform to the originals thereof. We also have assumed that
(i) the Registration Statement will have become effective under the Act and the
Indenture will have been qualified under the Trust Indenture Act of 1939, as
amended, and (ii) the New Notes and the related Guarantees will have been duly
executed, authenticated and delivered in accordance with the provisions of the
Indenture and issued in exchange for Old Notes pursuant to, and in accordance
with the terms of, the Exchange Offer as contemplated in the Registration
Statement.
BAKER BOTTS L.L.P.
ConocoPhillips November 13, 2002
2
Based upon and subject to the foregoing, we are of the opinion that:
1. The New Notes, when issued, will constitute legal, valid and
binding obligations of the Company, enforceable against the Company in
accordance with their terms, except as that enforcement is subject to (a)
any applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer or conveyance 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.
2. Each Guarantee of Conoco or Phillips, when issued, will constitute
legal, valid and binding obligations of Conoco or Phillips, as applicable,
enforceable against Conoco or Phillips, as applicable, in accordance with
their terms, except as that enforcement is subject to (a) any applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or
conveyance 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.
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 of counsel as Exhibit 5.1 to the Registration Statement. We also consent
to the reference to our Firm under the heading "Legal Matters" in the prospectus
forming a part of the Registration Statement. In giving this 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.
KBR/TRF/SML