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EXHIBIT 5
BAKER & BOTTS, L.L.P.
2001 ROSS AVENUE
DALLAS, TEXAS 75201
0C602.0308 February 4, 1997
MESA Inc.
Mesa Operating Co.
2001 Ross Avenue
Suite 2600
Dallas, Texas 75201
Ladies and Gentlemen:
As set forth in the Registration Statement on Form S-3
(Registration No. 333-20483) filed with the Securities and Exchange Commission
(the "Commission") on January 27, 1997 (the "Registration Statement") by MESA
Inc., a Texas corporation (the "Company"), and Mesa Operating Co., a Delaware
corporation ("MOC" and together with the Company, the "Registrants"), under the
Securities Act of 1933, as amended (the "Act"), relating to (i) unsecured debt
securities of MOC (the "Debt Securities") (ii) the guarantees of the payment of
the principal of, premium, if any, and interest on the Debt Securities by the
Company (the "Guarantees") and (iii) shares of common stock, par value $.01 per
share, of the Company (the "Common Stock") (the Debt Securities, the Guarantees
and Common Stock are collectively referred to as the "Securities"), for
issuance from time to time pursuant to Rule 415 under the Act for an aggregate
initial offering price not to exceed $500,000,000, 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 referenced
above, we have examined (i) the charter and bylaws of each of the Registrants,
each as amended to date, (ii) the form of Senior Indenture to be executed by
the Registrants and a U.S. banking institution, as trustee, pursuant to which
the Debt Securities and Guarantees may be issued (the "Senior Indenture"),
(iii) the form of Subordinated Indenture to be executed by the Registrants and
a U.S. banking institution, as trustee, pursuant to which the Debt Securities
and Guarantees may be issued (the "Subordinated Indenture") and (iv) the
originals, or copies certified or otherwise identified, of corporate records of
the Registrants, certificates of public officials and of representatives of the
Registrants, statutes and other instruments and documents, as a basis for the
opinions hereinafter expressed.
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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, (ii) a prospectus supplement relating
to the Registration Statement (the "Prospectus Supplement") will have been
prepared and filed with the 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 appropriate Prospectus Supplement, and (iv) a
definitive purchase, underwriting or similar agreement with respect to any
Securities offered will have been duly authorized and validly executed and
delivered by the Company and/or MOC, as the case may be, and the other parties
thereto.
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 Texas.
2. MOC is a corporation duly organized and validly
existing in good standing under the laws of the State of
Delaware.
3. With respect to the shares of Common Stock, when (i)
the board of directors of the Company or, to the extent
permitted by Article 2.36 of the Business Corporation Act of
the State of Texas, a duly constituted and acting committee
thereof (such board of directors or committee being
hereinafter referenced as the "Company Board"), has taken all
necessary corporate action to approve the issuance of and the
terms of the offering of shares of Common Stock and related
matters and (ii) certificates representing such shares of
Common Stock have been duly executed, countersigned,
registered and delivered in accordance with the applicable
definitive purchase, underwriting or similar agreement
approved by the Company Board upon payment of the
consideration therefor (which shall not be 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.
4. With respect to Debt Securities and Guarantees to be
issued under the Senior Indenture, when (i) the Senior
Indenture has been duly authorized, validly executed and
delivered by MOC, the Company and the trustee thereunder, (ii)
the Senior Indenture has been duly qualified under the Trust
Indenture Act of 1939, as amended, (iii) the board of
directors of MOC or, to the extent permitted by Section 141(c)
of
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the General Corporation Law of the State of Delaware, a duly
constituted and acting committee thereof (such board of
directors or committee being hereinafter referenced as the
"MOC Board") has taken all necessary corporate action to
approve the issuance and terms of such Debt Securities, the
terms of the offering thereof and related matters, (iv) the
Company Board has taken all necessary corporate action to
approve the issuance and terms of such Guarantees, the terms
of the offering thereof and related matters, (v) such Debt
Securities and such Guarantees have been duly executed,
authenticated, issued and delivered in accordance with the
provisions of the Senior Indenture and the applicable
definitive purchase, underwriting or similar agreement
approved by each of the MOC Board and the Company Board and
(vi) payment of the consideration for such Debt Securities
provided for in such agreement has been made, such Debt
Securities and such Guarantees will be legally issued and will
constitute binding obligations of MOC and such Guarantees will
be legally issued and will constitute binding obligations of
the Company.
5. With respect to Debt Securities and Guarantees to be
issued under the Subordinated Indenture, when (i) the
Subordinated Indenture has been duly authorized, validly
executed and delivered by MOC, the Company and the trustee
thereunder, (ii) the Subordinated Indenture has been duly
qualified under the Trust Indenture Act of 1939, as amended,
(iii) the MOC Board has taken all necessary corporate action
to approve the issuance and terms of such Debt Securities, the
terms of the offering thereof and related matters, (iv) the
Company Board has taken all necessary corporate action to
approve the issuance and terms of such Guarantees, the terms
of the offering thereof and related matters, (v) such Debt
Securities and such Guarantees have been duly executed,
authenticated, issued and delivered in accordance with the
provisions of the Subordinated Indenture and the applicable
definitive purchase, underwriting or similar agreement
approved by each of the MOC Board and the Company Board and
(vi) payment of the consideration for such Debt Securities and
such Guarantees provided for in such agreement has been made,
such Debt Securities will be legally issued and will
constitute binding obligations of MOC and such Guarantees will
be legally issued and will constitute binding obligations of
the Company.
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We hereby consent to the filing of this opinion of counsel as Exhibit 5
to the Registration Statement. We also consent to the reference to our Firm
under the heading "Legal Matters" 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,
/s/ BAKER & BOTTS, L.L.P.