Exhibit 5.1
PORTER & HEDGES, L.L.P.
ATTORNEYS AND COUNSELORS AT LAW
700 LOUISIANA, 35TH FLOOR
HOUSTON, TEXAS 77002-2764
--------------------------
MAILING ADDRESS:
TELECOPIER (713) 228-1331 P.O. BOX 4744
TELEPHONE (713) 226-0600 HOUSTON, TX 77210-4744
June 25, 2004
Grey Wolf, Inc.
10370 Richmond Avenue, Suite 500
Houston, Texas 77042-4136
Ladies and Gentlemen:
We have acted as counsel to Grey Wolf, Inc., a Texas corporation (the
"Company"), in connection with the registration statement on Form S-3 (the
"Registration Statement") filed by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), relating to
(i) $125,000,000 aggregate principal amount of Floating Rate Contingent
Convertible Senior Notes Due 2024 (the "Notes") issued pursuant to an Indenture
dated as of March 31, 2004 (the "Indenture") among the Company, the guarantors
named therein and JPMorgan Chase Bank, as trustee (the "Trustee"), and (ii)
19,201,225 shares of common stock, par value $0.10 per share, of the Company
issuable upon the conversion of the Notes (the "Conversion Shares"), at a
conversion rate of approximately 153.6098 shares per $1,000 principal amount of
Notes, subject to adjustment in certain circumstances. The Notes and Conversion
Shares may be sold from time to time by the selling securityholders specified in
the Registration Statement and the prospectus forming a part thereof.
We have examined those records, statutes and documents as we have
deemed necessary, including but not limited to (i) the Articles of Incorporation
and the Bylaws of the Company, each as amended to date, (ii) the corporate
proceedings of the Company, and (iii) the Indenture.
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, (v) each natural person signing any document
reviewed by us had the legal capacity to do so, (vi) the Indenture has been duly
authorized, executed and delivered by the Trustee and constitutes the legal,
valid and binding obligation of the Trustee and (vii) the Notes have been duly
authenticated by the Trustee.
Based on the foregoing, and subject to the assumptions, exceptions and
qualifications stated below, we are of the opinion that:
1. The Notes constitute the legal, valid and binding obligations
of the Company.
2. The Conversion Shares have been duly authorized and reserved
for issuance and, when the Conversion Shares are issued and
delivered upon conversion of the Notes in accordance with the
terms of the Notes and the Indenture, the Conversion Shares
will be validly issued, fully paid and non-assessable.
The opinions expressed above are subject in all respects to the
following assumptions, exceptions and qualifications:
a. The enforceability of the Notes may be limited by bankruptcy,
insolvency, reorganization, fraudulent transfer, moratorium or
other similar laws now or hereafter 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 and fair
dealing, and also to the possible unavailability of specific
performance or injunctive relief.
b. We note that the Notes by their terms are governed by the laws
of the State of New York. Our opinion is limited in all
respects to the laws of the State of New York and the State of
Texas and applicable 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.
PORTER & HEDGES, L.L.P.