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EXHIBIT 5.1
[LETTERHEAD OF BAKER & BOTTS, L.L.P.]
014377.0164 October 28, 1999
Baker Hughes Incorporated
3900 Essex Lane, Suite 1200
Houston, Texas 77027
Gentlemen:
As set forth in the Registration Statement on Form S-3 (Registration
No. 333-87829) (the "Registration Statement") filed by Baker Hughes
Incorporated, a Delaware corporation (the "Company"), under the Securities Act
of 1933, as amended (the "Act"), relating to (i) unsecured debt securities of
the Company ("Debt Securities"), (ii) shares of preferred stock, par value $1.00
per share, of the Company ("Preferred Stock"), (iii) shares of common stock, par
value $1.00 per share, of the Company ("Common Stock") and (iv) warrants to
purchase other securities ("Warrants" and, together with the Debt Securities,
the Preferred Stock and the Common Stock, the "Securities") that may be issued
and sold by the Company from time to time pursuant to Rule 415 under the Act for
an aggregate initial offering price not to exceed $1,000,000,000, certain legal
matters in connection with the Securities are being passed upon for you by us.
In our capacity as your counsel in the connection referred to above, we
have examined (i) the Restated Certificate of Incorporation and By-Laws of the
Company, each as amended to date (together, the "Charter Documents"), (ii) the
Indenture dated as of May 15, 1991 (the "Senior Debt Indenture") between the
Company and Citibank, N.A., as successor trustee to Morgan Guaranty Trust
Company of New York, pursuant to which senior Debt Securities may be issued,
(iii) the form of Indenture filed as Exhibit 4.5 to the Registration Statement
to be executed by the Company and the trustee thereunder (the "Subordinated Debt
Indenture") pursuant to which subordinated Debt Securities may be issued, and
(iv) the originals, or copies certified or otherwise identified, of corporate
records of the Company, certificates of public officials and of representatives
of the Company, statutes and other instruments and documents as a basis for the
opinions hereafter expressed.
In connection with this opinion, we have assumed that (i) the
Registration Statement, and any amendments thereto (including post-effective
amendments), will have become effective under the Act; (ii) a prospectus
supplement will have been prepared and filed with the Securities and Exchange
Commission describing the Securities offered thereby; (iii) all Securities will
be issued and sold in compliance with applicable federal and state securities
laws and in the manner stated in the Registration Statement and the applicable
prospectus supplement; (iv) a definitive purchase, underwriting or similar
agreement with respect to any Securities offered will have been duly
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authorized and validly executed and delivered by the Company and the other
parties thereto; (v) any securities issuable upon conversion, exchange,
redemption or exercise of any Securities being offered will be duly authorized,
created and, if appropriate, reserved for issuance upon such conversion,
exchange, redemption or exercise and (vi) with respect to shares of Common Stock
or Preferred Stock offered, there will be sufficient shares of Common Stock or
Preferred Stock authorized under the Company's Charter Documents and not
otherwise reserved for issuance.
Based upon and subject to the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized and validly existing in
good standing under the laws of the State of Delaware.
2. With respect to shares of Common Stock, when (i) the Board of
Directors of the Company or, to the extent permitted by the General
Corporation Law of the State of Delaware and the Company's Charter
Documents, 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 approve the issuance thereof and
the terms of the offering of shares of Common Stock and related matters,
and (ii) certificates representing the shares of Common Stock have been
duly executed, countersigned, registered and delivered, or if
uncertificated, valid book-entry notations are made in the share register
of the Company, either (a) 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
Common Stock) provided for therein, or (b) upon conversion, exchange,
redemption or exercise of any other Security, in accordance with the terms
of such Security or the instrument governing such Security providing for
such conversion, exchange, redemption or exercise as approved by the Board,
for the consideration approved by the Board (not less than the par value of
the Common Stock), the shares of Common Stock will be duly authorized,
validly issued, fully paid and non-assessable.
3. With respect to shares of Preferred Stock, when (i) the Board has
taken all necessary corporate action to approve and establish the terms of
the shares of Preferred Stock, to approve the issuance thereof and the
terms of the offering thereof and related matters, including the adoption
of a Certificate of Designations relating to such Preferred Stock (a
"Certificate of Designations"), and such Certificate of Designations has
been filed with the Secretary of State of the State of Delaware, and (ii)
certificates representing the shares of Preferred Stock have been duly
executed, countersigned, registered and delivered, or if uncertificated,
valid book-entry notations are made in the share register of the Company,
either (a) 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 (b) upon conversion, exchange, redemption or
exercise of any other Security, in accordance with the terms of such
Security
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or the instrument governing such Security providing for such conversion,
exchange, redemption or exercise as approved by the Board, for the
consideration approved by the Board (not less than the par value of the
Preferred Stock), the shares of Preferred Stock will be duly authorized,
validly issued, fully paid and non-assessable.
4. With respect to Debt Securities to be issued under the Senior Debt
Indenture, when (i) the Board has taken all necessary corporate action to
approve and establish the terms of such Debt Securities, to approve the
issuance thereof and the terms of the offering thereof and related matters,
and (ii) such Debt Securities have been duly executed, authenticated,
issued and delivered in accordance with both the provisions of the Senior
Debt Indenture and either (a) the provisions of the applicable definitive
purchase, underwriting or similar agreement approved by the Board upon
payment of the consideration therefor provided for therein or (b) upon
conversion, exchange, redemption or exercise of any other Security, in
accordance with the terms of such Security or the instrument governing such
Security providing for such conversion, exchange, redemption or exercise as
approved by the Board, for the consideration approved by the Board, such
Debt Securities will constitute legal, valid and binding obligations of the
Company, enforceable against the Company, except as the enforceability
thereof is subject to the effect of (i) bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or other laws relating to
or affecting creditors' rights generally and (ii) general principles of
equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law).
5. With respect to Debt Securities to be issued under the Subordinated
Debt Indenture, when (i) the Subordinated Debt Indenture has been duly
authorized and validly executed and delivered by the Company to the trustee
thereunder, (ii) the Subordinated Debt Indenture has been duly qualified
under the Trust Indenture Act of 1939, as amended, (iii) the Board has
taken all necessary corporate action to approve and establish the terms of
such Debt Securities, to approve the issuance thereof and the terms of the
offering thereof and related matters, and (iv) such Debt Securities have
been duly executed, authenticated, issued and delivered in accordance with
both the provisions of the Subordinated Debt Indenture and either (a) the
provisions of the applicable definitive purchase, underwriting or similar
agreement approved by the Board upon payment of the consideration therefor
provided for therein or (b) upon conversion, exchange, redemption or
exercise of any other Security, in accordance with the terms of such
Security or the instrument governing such Security providing for such
conversion, exchange, redemption or exercise as approved by the Board, for
the consideration approved by the Board; such Debt Securities will
constitute legal, valid and binding obligations of the Company, enforceable
against the Company, except as the enforceability thereof is subject to the
effect of (i) bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance or other laws relating to or affecting creditors'
rights generally and (ii) general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at
law).
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6. With respect to Warrants, when (i) the Board has taken all
necessary corporate action to approve the creation of and the issuance and
terms of the Warrants, the terms of the offering thereof and related
matters, (ii) 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 (iii) the Warrants or
certificates representing the Warrants have been duly executed,
countersigned, registered and delivered in accordance with the appropriate
Warrant Agreement or Agreements and the applicable definitive purchase,
underwriting or similar agreement approved by the Board upon payment of the
consideration therefor provided for therein, the Warrants will be duly
authorized and validly issued.
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 Opinions" 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.
Very truly yours,
BAKER & BOTTS, L.L.P.
JDK/TRF