EXHIBIT 5.1
November 18, 2004
Parker Drilling Company
1401 Enclave Parkway, Suite 600
Houston, Texas 77077
Ladies and Gentlemen:
We have acted as special counsel to Parker Drilling Company, a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-4 (the "Registration Statement") filed by the Company on the date hereof
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended (the "Securities Act"), relating to an offer to exchange (the
"Exchange Offer") an aggregate principal amount of up to $150,000,000 of Senior
Floating Rate Notes due 2010 of the Company (the "Exchange Notes"), which will
have been registered under the Securities Act, for an equal principal amount of
the Company's outstanding Senior Floating Rate Notes due 2010 (the "Original
Notes").
The Original Notes were, and the Exchange Notes will be, issued under an
Indenture, dated as of September 2, 2004 (the "Indenture"), among the Company,
the subsidiary guarantors named therein (the "Guarantors") and JPMorgan Chase
Bank, as Trustee (the "Trustee"). The Exchange Notes will be unconditionally and
irrevocably guaranteed (the "Guarantees") as to payment of principal, premium,
if any, and interest by each of the Guarantors pursuant to the Indenture.
In connection with the opinion set forth below, we have examined (i) the
Registration Statement; (ii) the Indenture; and (iii) a specimen of the Exchange
Notes. We also have made such investigations of law and examined originals or
copies of such other documents and records as we have deemed necessary and
relevant as a basis for the opinion hereinafter expressed. With your approval,
we have relied as to certain matters on information obtained from public
officials, officers of the Company and other sources believed by us to be
responsible. In the course of the foregoing investigations and examinations, we
assumed (i) the genuineness of all signatures on, and the authenticity of, all
documents and records submitted to us as originals and the conformity to
original documents and records of all documents and records submitted to us as
copies; and
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November 18, 2004
Page 2
(ii) the truthfulness of all statements of fact set forth in the documents and
records examined by us. We have also assumed, with your approval, that (i) the
Indenture has been duly authorized, executed and delivered by the Trustee; (ii)
the Exchange Notes will conform to the specimen thereof examined by us; (iii)
the Trustee's certificates of authentication of the Exchange Notes will be
manually signed by one of the Trustee's authorized officers; (iv) each
Guarantor, other than Parker Drilling Company International, Inc., a Delaware
corporation ("PDCII"), and DGH, Inc., a Texas corporation ("DGH"), has been duly
organized under the laws of its jurisdiction of organization and is an existing
entity in good standing under the laws of its jurisdiction of organization; and
(v) each Guarantor, other than PDCII and DGH, has duly authorized, executed and
delivered the Indenture.
Based on the foregoing and subject to the qualifications, limitations and
assumptions set forth herein, and having due regard for such legal
considerations as we deem relevant, we advise you that, in our opinion, when (i)
the Registration Statement becomes effective under the Securities Act, (ii) the
Indenture has been duly qualified under the Trust Indenture Act of 1939, as
amended, (iii) the Original Notes have been validly tendered and not withdrawn
and have been received and accepted by the Company in accordance with the terms
of the Exchange Offer as set forth in the Registration Statement and (iv) the
Exchange Notes have been duly executed, authenticated, issued and delivered upon
consummation of the Exchange Offer in accordance with the terms of the Indenture
and the Exchange Offer as set forth in the Registration Statement, the Exchange
Notes issued in exchange for Original Notes in accordance with the terms of the
Exchange Offer as set forth in the Registration Statement will constitute valid
and binding obligations of the Company and the Guarantees thereof will
constitute valid and binding obligations of the Guarantors.
The foregoing opinion is based on and is limited to the laws of the State of
Texas, the General Corporation Law of the State of Delaware, the relevant
contract law of the State of New York and the relevant federal law of the United
States of America. We express no opinion with respect to the state securities or
blue sky laws of any jurisdiction or with respect to the law of any other
jurisdiction. We are not admitted to the practice of law in the State of
Delaware. We also express no opinion with respect to the anti-fraud provisions
of the federal securities laws or with respect to federal or state laws relating
to fraudulent transfers.
The enforceability of the obligations of the Company under the Exchange Notes
and the Indenture and of the Guarantors under the Guarantees and the Indenture
are subject to the effect of any applicable bankruptcy (including, without
limitation, fraudulent conveyance and preference), insolvency, reorganization,
rehabilitation, moratorium or similar laws and decisions relating to or
affecting the enforcement of creditors' rights generally, to a
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November 18, 2004
Page 3
provision included in the Company's Certificate of Incorporation as contemplated
by Section 102(b)(2) of the General Corporation Law of the State of Delaware,
and to general principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law), including, without
limitation, concepts of materiality, reasonableness, good faith and fair
dealing, and the possible unavailability of specific performance or injunctive
relief. Such principles are of general application, and in applying such
principles a court, among other things, might decline to order the Company and
the Guarantors to perform covenants. We express no opinion as to the validity,
binding effect or enforceability of any provisions of the Indenture, the
Exchange Notes or the Guarantees that requires or relates to the payment of
liquidated damages at a rate or in an amount that a court would determine in the
circumstances under applicable law to be commercially unreasonable or a penalty
or a forfeiture. Further, we express no opinion with respect to the
enforceability of provisions in the Exchange Notes or the Indenture with respect
to waiver, delay, extension or omission of notice of enforcement of rights or
remedies or waivers of defenses or waivers of benefits of stay, extension,
moratorium, redemption, statutes of limitations or other nonwaivable benefits
provided by operation of law. In addition, the enforceability of any
exculpation, indemnification or contribution provisions contained in the
Indenture may be limited by applicable law or public policy.
In connection with the foregoing opinion, we have also assumed, with your
approval, that at the time of the issuance and delivery of the Exchange Notes
there will not have occurred any change in law affecting the validity, binding
character or enforceability of the Exchange Notes or the Guarantees and that the
issuance and delivery of the Exchange Notes and the Guarantees, all of the terms
of the Exchange Notes and the Guarantees and the performance by the Company and
the Guarantors of their respective obligations thereunder will comply with
applicable law and with each requirement or restriction imposed by any court or
governmental body having jurisdiction over the Company or any Guarantor and will
not result in a default under or a breach of any agreement or instrument then
binding upon the Company or any Guarantor.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the heading "Validity of
the Exchange Notes" in the prospectus forming a part of the Registration
Statement. 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 Securities
Act.
Very truly yours,
Bracewell & Patterson, L.L.P.