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BAKER & BOTTS
AUSTIN L.L.P.
HOUSTON 2001 ROSS AVENUE
MOSCOW DALLAS, TEXAS 75201-2980
NEW YORK TELEPHONE: (214) 953-6500
WASHINGTON, D.C. FACSIMILE: (214) 953-6503
June 27, 1996
MESA Inc.
1400 Williams Square West
5205 North O'Connor Boulevard
Irving, Texas 75039
Ladies and Gentlemen:
As set forth in the Registration Statement on Form S-3
(Registration No. 333-03365) (the "Registration Statement"), filed with the
Securities and Exchange Commission by MESA Inc., a Texas corporation (the
"Company"), under the Securities Act of 1933, as amended, relating to (i) an
aggregate of up to 58,750,000 shares (the "Underlying Preferred Shares") of the
Company's Series A 8% Cumulative Convertible Preferred Stock, par value $.01
per share (the "Series A Preferred Stock"), issuable upon the exercise of
transferable rights (the "Rights") to be distributed to holders of the
Company's outstanding Common Stock, par value $.01 per share (the "Common
Stock"), of record as of the close of business on July 3, 1996 (the "Record
Date") and (ii) an aggregate of 58,750,000 shares (the "Underlying Common
Shares") of Common Stock issuable upon conversion of the Underlying Preferred
Shares, together with a like number of associated rights (the "Rights Plan
Rights") issuable under the Rights Agreement (the "Shareholder Rights Plan")
dated as of July 6, 1995, as amended to date, between the Company and American
Stock Transfer & Trust Company, as rights agent, certain legal matters in
connection with such securities are being passed upon for you by us. At your
request, this opinion of counsel is being furnished to you for filing as
Exhibit 5 to the Registration Statement. Capitalized terms used herein and not
otherwise defined herein have the respective meanings set forth in the
Registration Statement.
As a basis for the opinions hereinafter expressed, we have
examined and relied upon, among other items, the original or copies certified
to our satisfaction of (i) the Amended and Restated Articles of Incorporation
and Amended and Restated Bylaws of the Company, each as amended to date; (ii)
the originals, or copies certified or otherwise identified to us, of corporate
records of the Company, including minute books of the Company, as furnished to
us by the Company, and records of the corporate proceedings of the Company with
respect to the Rights Offering; (iii) the Registration Statement, including all
amendments thereto filed to date and all exhibits thereto; (iv) certificates of
public officials and of representatives of the Company; (v) statutes; and (vi)
such other documents and instruments as we have deemed necessary for the
expression of the opinions contained herein. In giving such opinions we have
relied upon certificates of officers of the Company with respect to the
accuracy of the factual matters contained in such certificates. In our
examination of the foregoing documents, we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as originals,
the conformity to original documents of all documents submitted to us as
certified or photostatic copies and the authenticity of the originals of such
latter documents.
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MESA Inc. -2- June 27, 1996
On the basis of the foregoing and such other investigation as
we have deemed necessary, and subject to the assumptions, qualifications,
limitations and exceptions set forth herein, we are of the opinion that:
1. The Company is a corporation duly incorporated and
validly existing under the laws of the State of Texas.
2. The Underlying Preferred Shares issuable upon
exercise of the Rights, and the Underlying Common Shares and associated Rights
Plan Rights issuable upon conversion of such Underlying Preferred Shares, have
been duly authorized by all necessary corporate action on the part of the
Company.
3. Upon (a) the effectiveness of the Registration
Statement, (b) the distribution of the Rights as set forth therein and (c) the
exercise of the Rights and the issuance and sale of the Underlying Preferred
Shares issuable pursuant thereto in accordance with the terms and conditions
set forth in the Registration Statement, including the payment in full of the
Subscription Price therefor, the Underlying Preferred Shares will have been
validly issued, fully paid and nonassessable.
4. Upon (a) issuance of the Underlying Common Shares
issuable upon conversion of the Underlying Preferred Shares in accordance with
the provisions of the Statement of Resolution dated June 26, 1996 establishing
the rights and preferences of the Series A Preferred Stock and (b) issuance of
the associated Rights Plan Rights in accordance with the terms of the
Shareholder Rights Plan, the Underlying Common Shares and the associated Rights
Plan Rights will be validly issued, fully paid and non-assessable.
Robert L. Stillwell, a partner of this Firm, is member of the
Board of Directors of the Company and owns 26,500 shares of Common Stock.
The opinions set forth above are limited to matters governed
by the laws of the State of Texas, as in effect on the date hereof.
We hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement and to the references to our Firm under the
caption "Legal Matters" in the Prospectus included in such Registration
Statement.
Very truly yours,
BAKER & BOTTS, L.L.P.