EXHIBIT 5.1



                       [Letterhead of Baker Botts L.L.P.]


063718.0353

                                                               February 20, 2004



Halliburton Company
1401 McKinney, Suite 2400
Houston, Texas  77010

Ladies and Gentlemen:

        As set forth in the Registration Statement on Form S-4 (the
"Registration Statement") filed by Halliburton Company, 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 the
registration under the Act of (i) $300 million aggregate principal amount of
Senior Notes due 2005 (the "New Floating Rate Notes") to be offered by the
Company in exchange for a like principal amount of its issued and outstanding
Senior Notes due 2005 (the "Outstanding Floating Rate Notes") and (ii) $750
million aggregate principal amount of 5 1/2% Senior Notes due 2010 (the "New
Fixed Rate Notes" and, together with the New Floating Rate Notes, the "New
Notes") to be offered by the Company in exchange (together with the exchange
described in (i) above, the "Exchange Offer") for a like principal amount of its
issued and outstanding 5 1/2% Senior Notes due 2010 (the "Outstanding Fixed Rate
Notes" and, together with the Outstanding Floating Rate Notes, the "Outstanding
Notes"), we are passing upon certain legal matters in connection with the New
Notes for the Company. The New Notes are to be issued under an Indenture dated
as of October 17, 2003 between the Company and JPMorgan Chase Bank, as trustee,
as supplemented by that certain First Supplemental Indenture thereto dated as of
October 17, 2003 (as so supplemented, the "Indenture"). At your request, this
opinion is being furnished to you for filing as Exhibit 5.1 to the Registration
Statement.

        In our capacity as counsel to the Company in connection with the matters
referred to above, we have examined the Restated Certificate of Incorporation
and Bylaws of the Company, each as amended to date, the Indenture, the form of
the New Notes and the originals, or copies certified or otherwise identified,
of corporate records of the Company furnished to us by 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 opinion, we have relied upon certificates of officers of the Company
with respect to the accuracy of the material factual matters contained in such
certificates. We have assumed that all signatures on documents examined by us
are genuine, all documents submitted to us are

authentic and all documents submitted as certified or photostatic copies conform
to the originals thereof.

        On the basis of the foregoing, and subject to the assumptions,
limitations and qualifications set forth herein, we are of the opinion that when
(i) the Registration Statement has become effective under the Act and the
Indenture has been qualified under the Trust Indenture Act of 1939, as amended,
and (ii) the New Notes have been duly executed, authenticated and delivered in
accordance with the provisions of the Indenture and issued in exchange for
Outstanding Notes pursuant to, and in accordance with the terms of, the Exchange
Offer as contemplated in the Registration Statement, the New Notes will
constitute legal, valid and binding obligations of the Company, enforceable
against it in accordance with their terms, except to the extent that the
enforceability thereof may be limited by bankruptcy, fraudulent conveyance,
insolvency, reorganization, moratorium or other laws relating to or affecting
creditors' rights generally and by general principles of equity and public
policy (regardless of whether such enforceability is considered in a proceeding
in equity or at law).

        The opinion set forth above is based on and limited in all respects to
matters of the federal laws of the United States, the General Corporation Law of
the State of Delaware and the laws of the State of New York, each as currently
in effect.

        We hereby consent to the filing of this opinion of counsel as Exhibit
5.1 to the Registration Statement and 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.