EXHIBIT 5.1
PORTER & HEDGES, L.L.P.
ATTORNEYS AND COUNSELORS AT LAW
700 LOUISIANA, 35TH FLOOR
HOUSTON, TEXAS 77002-2764
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TELECOPIER (713) 228-1331 MAILING ADDRESS:
TELEPHONE (713) 226-0600 P.O. BOX 4744
HOUSTON, TX 77210-4744
March 9, 2004
Grey Wolf, Inc.
10370 Richmond Avenue, Suite 600
Houston, Texas 77042
Ladies and Gentlemen:
We have acted as counsel for Grey Wolf, Inc., a Texas corporation (the
"Company"), and the Subsidiary Guarantors (as defined below) in connection with
the registration under the Securities Act of 1933, as amended (the "Securities
Act"), on a Registration Statement on Form S-3 (the "Registration Statement") of
the offer and sale from time to time pursuant to Rule 415 under the Securities
Act of up to $500,000,000 of (i) debt securities of the Company ("Debt
Securities"); (ii) shares of common stock, par value $.01 per share, of the
Company ("Common Stock"); (iii) shares of preferred stock, par value $1.00 per
share, of the Company ("Preferred Stock"); (iv) depositary shares representing
fractional interests in Preferred Stock ("Depositary Shares"); (v) purchase
contracts (the "Purchase Contracts") requiring the holders thereof to purchase
Securities (as defined below); (vi) units (the "Units") consisting of Debt
Securities, Common Stock, Preferred Stock, Warrants (as defined below), Purchase
Contracts or any combination of the foregoing; (vii) warrants to purchase Debt
Securities, Preferred Stock, Common Stock, Purchase Contracts or Units (the
"Warrants"); and (viii) guaranties of Debt Securities, Warrants, Purchase
Contracts and Units (the "Guarantees" and together with the Debt Securities,
Common Stock, Preferred Stock, Depositary Shares, Purchase Contracts, Units and
Warrants, the "Securities") that may be issued from time to time by DI Energy,
Inc., DI/Perfensa, Inc., Drillers, Inc., DI de Venezuela, C.A., Grey Wolf, LLC,
Grey Wolf Drilling Company, L.P., Grey Wolf Drilling de Mexico, S. de R.L. de
C.V., Grey Wolf Drilling de Venezuela, C.A., Grey Wolf Drilling International,
Ltd., Grey Wolf Holdings Company, Grey Wolf International, Inc., Grey Wolf
International de Mexico, S. de R.L. de C.V., Grey Wolf Mexico Holdings, LLC,
Murco Drilling Corporation, Perforaciones Andinas, S.A. and Servicios Grey Wolf,
S. de R.L. de C.V. (collectively, the "Subsidiary Guarantors").
We have examined those records and documents as we have deemed
necessary, including but not limited to (i) the amended and restated Articles of
Incorporation (the "Articles of Incorporation") and the Bylaws of the Company,
(ii) the corporate proceedings of the Company and the Subsidiary Guarantors, and
(iii) the forms of indentures filed as Exhibits 4.3 and 4.4 to the Registration
Statement (the "Indentures").
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March 9, 2004
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As to certain questions of fact material to our opinions that we have
not independently established we have relied upon certificates from officers of
the Company and upon certificates of public officials.
In rendering the following opinions, we have assumed (i) all
information contained in all documents reviewed by us is true and correct, (ii)
the genuineness of all signatures on all documents reviewed by us, (iii) the
authenticity and completeness of all documents submitted to us as originals,
(iv) the conformity to authentic originals of all documents submitted to us as
certified or photostatic copies, and (v) each natural person signing any
document reviewed by us had the legal capacity to do so.
Based on the foregoing, and subject to the assumptions, exceptions and
qualifications stated below, we are of the opinion that:
1. With respect to Debt Securities to be issued under the
Indentures, when (a) the applicable Indenture and any
supplemental Indentures have been duly authorized and validly
executed and delivered by the trustee, the Company and the
Subsidiary Guarantors, if any, (b) the Company's Board of
Directors or, to the extent permitted by Article 2.36 of the
Texas Business Corporation Act (the "TBCA"), 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 authorize
the issuance and terms of such Debt Securities, the terms of
the offering thereof and related matters, and (c) such Debt
Securities have been duly executed, authenticated, issued and
delivered in accordance with the provisions of the applicable
Indenture and any applicable supplemental Indenture and upon
payment of the consideration therefor such Debt Securities
will be legally issued and will constitute valid and binding
obligations of the Company, enforceable against the Company in
accordance with their terms.
2. With respect to Guarantees of Debt Securities issued by a
Subsidiary Guarantor (a "Debt Guarantee"), when (a) the
Indentures and any applicable supplemental Indentures have
been duly authorized, executed and delivered by the trustee,
the Company and the Subsidiary Guarantors, (b) all necessary
corporate or other action has been taken to authorize the
issuance and the specific terms of such Debt Guarantees, the
terms of the offering thereof and related matters, and (c)
such Debt Guarantees have been duly authorized, executed,
authenticated, issued and delivered in accordance with the
applicable Indenture and the applicable underwriting or other
agreement and upon payment of the consideration therefor, such
Debt Guarantees will constitute valid and binding obligations
of the Subsidiary Guarantors, enforceable against the
Subsidiary Guarantors in accordance with their terms.
3. With respect to shares of Common Stock, when both (a) the
Board has taken all necessary corporate action to authorize
the issuance of and the terms of the offering of the shares of
Common Stock and related matters and (b) certificates
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March 9, 2004
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representing the shares of Common Stock have been duly
executed, countersigned, registered and delivered either (i)
in accordance with the applicable definitive purchase,
underwriting or similar agreement approved by the Company's
Board upon payment of the consideration therefor (not less
than the par value of the Common Stock) provided for therein
or (ii) upon conversion or exercise of any other Security, in
accordance with the terms of such Security or the instrument
governing such Security providing for such conversion or
exercise as approved by the Board, for the consideration
approved by the Board (not less than the par value of the
Common Stock), then the shares of Common Stock will be validly
issued, fully paid and nonassessable.
4. With respect to shares of Preferred Stock, when both (a) the
Board has taken all necessary corporate action to authorize
the issuance and terms of the shares of Preferred Stock, the
terms of the offering thereof, and related matters, including
the adoption of a statement of resolution relating to such
Preferred Stock as required by the TBCA (a "Statement of
Resolution") and the filing of the Statement of Resolution
with the Secretary of State of the State of Texas, and (b)
certificates representing the shares of Preferred Stock have
been duly executed, countersigned, registered and delivered
either (i) 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 (ii) upon conversion or exercise of any other
Security, in accordance with the terms of such Security or the
instrument governing such Security providing for such
conversion or exercise as approved by the Board, for the
consideration approved by the Board (not less than the par
value of the Preferred Stock), then the shares of Preferred
Stock will be validly issued, fully paid and non-assessable.
5. With respect to Depositary Shares, when (a) the Board has
taken all necessary corporate action to authorize the issuance
and terms of the Depositary Shares, the terms of the offering
thereof, and related matters, including the adoption of a
Statement of Resolution relating to the Preferred Stock
underlying such Depositary Shares and the filing of the
Statement of Resolution with the Secretary of State of the
State of Texas, (b) the Depositary Agreement or Agreements
relating to the Depositary Shares and the related Depositary
Receipts have been duly authorized and validly executed and
delivered by the Company and the Depositary appointed by the
Company, (c) the shares of Preferred Stock underlying such
Depositary Shares have been deposited with a bank or trust
company (which meets the requirements for the Depositary set
forth in the Registration Statement) under the applicable
Depositary Agreements, and (d) the Depositary Receipts
representing the Depositary Shares have been duly executed,
countersigned, registered and delivered in accordance with the
appropriate Depositary Agreement and the applicable definitive
purchase, underwriting or
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March 9, 2004
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similar agreements approved by the Board upon payment of the
consideration therefor provided for therein, the Depositary
Shares will be validly issued.
6. With respect to the Warrants, when (a) the Board has taken all
necessary corporate action to authorize the creation of and
the issuance and terms of the Warrants, the terms of the
offering thereof, and related matters (b) 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
(c) the Warrants and certificates representing the Warrants
have been duly executed, countersigned, registered and the
applicable definitive purchase, underwriting or similar
agreement approved by the Company's Board upon payment of the
consideration therefor provided for therein, the Warrants will
be legally issued and will constitute valid and binding
obligations of the Company.
7. With respect to Purchase Contracts, when (a) the Board has
taken all necessary corporate action to authorize the issuance
and the specific terms of such Purchase Contracts, the terms
of the offering thereof and related matters, and (b) such
Purchase Contracts and agreements relating to the Purchase
Contracts have been duly executed and delivered and duly
issued and sold in the in the manner contemplated in the
Registration Statement or any prospectus supplement thereto,
such Purchase Contracts will be valid and binding obligations
of the Company.
8. With respect to Units, when (a) the Board has taken all
necessary corporate action to authorize the issuance and the
specific terms of such Units, the terms of the offering
thereof and related matters, and (b) such Units and agreements
relating to the Units have been duly executed and delivered
and duly issued and sold in the manner contemplated in the
Registration Statement or any prospectus supplement, such
Units will be valid and binding obligations of the Company.
9. With respect to Guarantees of Warrants, Purchase Contracts or
Units (the "Additional Guarantees"), when (a) all necessary
corporate or other action has been taken to authorize the
issuance and the specific terms of such Additional Guarantees,
the terms of the offering thereof and related matters and (b)
the applicable guarantee agreement has been duly executed and
delivered and the applicable Warrants, Purchase Contracts
and/or Units, as the case may be, have been duly issued and
delivered by the Company, such Additional Guarantees will
constitute valid and binding obligations of the Subsidiary
Guarantors.
The opinions expressed above are subject in all respects to the
following assumptions, exceptions and qualifications:
a. We have assumed that: (i) the Registration Statement
and any amendments thereto (including post-effective
amendments) will have become effective and will
comply with all applicable provisions of the
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March 9, 2004
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Securities Act and such state securities rules,
regulations and laws as may be applicable, and the
Indenture has been qualified under the Trust
Indenture Act of 1939, as amended (the "TIA"), (ii)
the Registration Statement will remain effective and
comply with all applicable provisions of the
Securities Act and such state securities rules,
regulations and laws as may be applicable at the time
the Securities are offered or issued as contemplated
by the Registration Statement; (iii) a prospectus
supplement will have been prepared and filed with the
Securities and Exchange Commission (the "Commission")
describing the Securities offered thereby and will
comply with the Securities Act and all applicable
state securities rules, regulations and laws; (iv)
all Securities will be issued and sold in compliance
with the Securities Act, the Securities Exchange Act
of 1934, as amended, and all applicable state
securities rules, regulations and laws and in the
manner stated in the Registration Statement and the
appropriate prospectus supplement; (v) a definitive
purchase, underwriting or similar agreement with
respect to any Securities offered or issued will have
been duly authorized and validly executed and
delivered by the Company and the other parties
thereto; (vi) any Securities issuable upon
conversion, exchange or exercise of any Security
being offered or issued will be duly authorized,
created and, if appropriate, reserved for issuance
upon such conversion, exchange or exercise; (vii)
there shall not have occurred any change in law
affecting the validity or enforceability of any such
Security; and (viii) none of the terms of any
Security to be established subsequent to the date
hereof, nor the issuance and delivery of any such
Security nor the compliance by the Company and the
Subsidiary Guarantors with the terms of such Security
will violate any applicable law or will result in
violation of any provision of any instrument or
agreement then binding on the Company or any of the
Subsidiary Guarantors, or will violate any
restriction imposed by a court or governmental body
having jurisdiction over the Company or any
Subsidiary Guarantor.
b. In rendering the opinions in paragraphs 1 and 2, we
have assumed that the trustee is or, at the time the
applicable Indenture is signed, will be qualified to
act as trustee under the Indenture and the TIA and
that the trustee has or will have duly executed and
delivered the Indenture.
c. The enforceability of the Indentures and provisions
thereof may be limited by bankruptcy, insolvency,
reorganization, fraudulent transfer, moratorium or
other similar laws now or hereinafter in effect
relating to or affecting enforcement of creditors
rights generally and by general principles of equity
(regardless of whether such enforcement is considered
in a proceeding in equity or at law). Such principles
of equity include, without limitation, concepts of
materiality, reasonableness, good faith
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March 9, 2004
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and fair dealing, and also the possible
unavailability of specific performance or injunctive
relief.
d. We express no opinion with respect to (i) the
enforceability of the provisions in the Indentures,
or any other agreement or instrument with respect to
delay or omission of enforcement of rights or
remedies, or waivers of notices or defenses, or
waivers of benefits of or other rights that cannot be
effectively waived under, applicable laws; (ii) the
enforceability of indemnification provisions to the
extent they purport to relate to liabilities
resulting from enforceability of indemnification
provisions to the extent they purport to relate to
liabilities resulting from or based upon negligence
or any violation of federal or state securities laws
or blue sky laws or (iii) the enforceability of
Section 110 of the Indentures.
e. The opinions expressed in this letter are limited to
the laws of the States of Texas and New York and the
federal laws of the United States of America.
We consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the prospectus included as a part of the Registration Statement. In
giving this consent, we do not admit that this firm is in the category of
persons whose consent is required under Section 7 of the Securities Act of the
rules and regulations of the Commission promulgated thereunder.
This opinion is rendered on the date hereof and we disclaim any duty to
advise you regarding any changes in the matters addressed herein.
Very truly yours,
/s/ Porter & Hedges, L.L.P.