EXHIBIT 5.1
[Varco Letterhead]
June 29, 2001
Varco International, Inc.
2835 Holmes Road
Houston, Texas 77051
Re: $200,000,000 Aggregate Principal Amount of
7 1/4 % Senior Notes due 2011 of Varco International, Inc.
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Ladies and Gentlemen:
I am Vice President, Secretary and General Counsel of Varco
International, Inc., a Delaware corporation (the "Company"), and have served as
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counsel to the Company and the Guarantors, as defined below, in connection with
the registration of $200,000,000 aggregate principal amount of Series B 7 1/4%
Senior Notes due 2011 (the "New Notes") by the Company, together with the
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guarantees of Varco I/P, Inc., Tubo-FGS, LLC, Fiber Glass Systems Holdings, LLC,
Environmental Procedures Inc., Tuboscope Pipeline Services Inc., Tuboscope
(Holding U.S.) Inc., Varco, LP, Quality Tubing Inc. and Fiber Glass Systems, LP
(collectively, the "Guarantors"), on Form S-4 filed with the Securities and
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Exchange Commission (the "Commission") on June 29, 2001 (the "Registration
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Statement"). The New Notes will be issued pursuant to an indenture (the
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"Indenture"), dated as May 1, 2001, among the Company, the Guarantors and The
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Bank of New York, as trustee (the "Trustee"). The New Notes will be issued in
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exchange for the Company's outstanding Series A 7 1/4% Senior Notes due 2011
(the "Old Notes") on the terms set forth in the prospectus contained in the
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Registration Statement and the Letter of Transmittal filed as an exhibit thereto
(the "Exchange Offer").
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For purposes of this opinion, I, or other employees under my
supervision, have made such legal and factual examinations and inquiries,
including an examination of originals or copies certified or otherwise
identified to our satisfaction, of such documents, corporate records and other
instruments as I have deemed necessary or appropriate for purposes of this
opinion. In my examination, I have assumed the genuineness of all signatures,
the authenticity of all
documents submitted to me as originals, and the conformity to authentic original
documents of all documents submitted to me as copies. I have obtained and relied
upon such certificates and assurances from public officials as I have deemed
necessary.
I am opining herein as to the effect on the subject transactions only
of the internal laws of the State of New York, the internal laws of the State of
Texas and the General Corporation Law of the State of Delaware and I express no
opinion with respect to the applicability thereto, or the effect thereon, of the
laws of any other jurisdiction or, in the case of Delaware, any other laws, or
as to any matters of municipal law or the laws of any local agencies within any
state.
Subject to the foregoing and the other matters set forth herein, it is
my opinion that, as of the date hereof:
1. The New Notes have been duly authorized by all necessary action of
the Company, and when duly executed, issued, authenticated and delivered in
accordance with the terms of the Exchange Offer and the Indenture, will be
legally valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms.
2. The Guarantees have been duly authorized by all necessary action
of the applicable Guarantors, and when duly executed and delivered and when the
New Notes are duly executed, issued, authenticated and delivered in accordance
with the terms of the Exchange Offer and the Indenture, will be legally valid
and binding obligations of the applicable Guarantors, enforceable against the
applicable Guarantors in accordance with their terms.
The opinions rendered in paragraphs 1 and 2 above relating to the
enforceability of the New Notes and the Guarantees, respectively, will be
subject to the following exceptions, limitations and qualifications: (i) the
effect of bankruptcy, insolvency, reorganization, moratorium or other similar
laws now or hereafter in effect relating to or affecting the rights and remedies
of creditors; (ii) the effect of general principles of equity, whether
enforcement is considered in a proceeding in equity or at law, and the
discretion of the court before which any proceeding therefor may be brought; and
(iii) I express no opinion concerning the enforceability of the waiver of rights
or defenses contained in Section 3.08 of the Indenture.
To the extent that the obligations of the Company and the Guarantors
under the Indenture may be dependent upon such matters, I have assumed for
purposes of this opinion that (i) the Trustee is validly existing and in good
standing under the laws of its jurisdiction of organization; (ii) the Trustee
has been duly qualified to engage in the activities contemplated by the
Indenture; (iii) the Trustee is in compliance generally, and with respect to
acting as Trustee under the Indenture, with all applicable laws and regulations;
(iv) the Indenture has been duly authorized, executed and delivered by the
Trustee and constitutes the legally valid and binding obligation of the Trustee,
enforceable against the Trustee in accordance with its terms; and (v) the
Trustee has the requisite organizational and other power and authority to
perform its obligations under the Indenture.
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I have not been requested to express and, with your knowledge and
consent, do not render any opinion as to the applicability to the obligations of
the Company or the Guarantors under the Indenture, the New Notes or the
Guarantees of Section 547 and 548 of the United States Bankruptcy Code or
applicable state law (including, without limitation, Article 10 of the New York
Debtor & Creditor Law) relating to fraudulent transfers and obligations.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to my name under the heading "Legal
Matters" in the prospectus contained therein.
Very truly yours,
/s/ JAMES F. MARONEY, III
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James F. Maroney, III
Vice President, Secretary and General Counsel
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