EXHIBIT 5.1
VINSON & ELKINS L.L.P.
2300 FIRST CITY TOWER
1001 FANNIN STREET
Vinson & Elkins HOUSTON, TEXAS 77002-6760
ATTORNEYS AT LAW TELEPHONE (713) 758-2222
FAX (713) 758-2346
www.velaw.com
June 20, 2003
Hanover Compressor Company
12001 North Houston Rosslyn Road
Houston, Texas 77086
Ladies and Gentlemen:
We have acted as counsel for Hanover Compressor Company, a Delaware corporation
(the "Company"), and Hanover Compression Limited Partnership, a Delaware limited
partnership ("HCLP"), with respect to certain legal matters in connection with
the registration by the Company and HCLP under the Securities Act of 1933, as
amended (the "Securities Act"), of the offer and sale (a) by the Company from
time to time pursuant to Rule 415 under the Securities Act of (i) unsecured debt
securities of the Company ("Debt Securities"), in one or more series, consisting
of notes, debentures or other evidences of indebtedness which may be either
senior or subordinated in priority of payment and certain of which may be
convertible into or exchangeable for common stock, par value $.001 per share, of
the Company ("Common Stock") or other Securities (as defined below), (ii) shares
of preferred stock, par value $.01 per share, of the Company, in one or more
series ("Preferred Stock"), which may be issued in the form of depositary shares
evidenced by depositary receipts (the "Depositary Shares"), (iii) shares of
Common Stock, (iv) warrants to purchase Debt Securities, Preferred Stock,
Depositary Shares, Common Stock or other securities ("Warrants"), (v) contracts
to purchase shares of Common Stock or other securities of the Company at a
future date or dates ("Stock Purchase Contracts"), (vi) stock purchase units
("Stock Purchase Units") consisting of a Stock Purchase Contract and Debt
Securities, Preferred Stock, Warrants or debt obligations of third parties,
including United States treasury securities, securing the holders' obligations
to purchase the securities under the Stock Purchase Contracts, and (b) by HCLP
from time to time pursuant to Rule 415 under the Securities Act of HCLP's
guarantees of Debt Securities ("Guarantees"). The Company and HCLP have advised
us that the aggregate initial offering prices of the Debt Securities, Preferred
Stock, Depositary Shares, Common Stock, Warrants, Stock Purchase Contracts,
Stock Purchase Units and Guarantees offered by the Company and HCLP
(collectively, the "Securities") will not exceed $700,000,000 or, if applicable,
the equivalent thereof in any other currency or currency unit. The Company has
advised us that the Securities will be offered in amounts, at prices and on
terms to be determined in light of market conditions at the time of sale and to
be set forth in a prospectus supplement contained in the Company's and HCLP's
Registration Statement on Form S-3 (the "Registration Statement") to which this
opinion is an exhibit.
We have examined originals or copies, certified or otherwise identified to our
satisfaction, of (i) the Certificate of Incorporation and Amended and Restated
Bylaws of the Company, each as amended to the date hereof; (ii) the Certificate
of Limited Partnership and Limited Partnership Agreement of HCLP, each as
amended to the date hereof; (iii) resolutions adopted by the Board
AUSTIN . BEIJING . DALLAS . HOUSTON . LONDON . MOSCOW . NEW YORK
. SINGAPORE . WASHINGTON, D.C.
Hanover Compressor Company
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June 20, 2003
of Directors of the Company (the Board of Directors, or to the extent permitted
by Section 141 of the Delaware General Corporation Law (the "DGCL"), a duly
constituted and acting committee thereof, being referred to herein as the
"Board"); (iv) the Registration Statement; (v) a form of the Indenture for
Senior Debt Securities (the "Senior Indenture") to be entered into between the
Company and [___________________], in the form incorporated as an exhibit to the
Registration Statement; (vi) a form of the Indenture for Subordinated Debt
Securities (the "Subordinated Indenture") to be entered into between the Company
and [________________________], in the form incorporated as an exhibit to the
Registration Statement; and (vii) such other certificates, statutes and other
instruments and documents as we considered appropriate for purposes of the
opinions hereafter expressed. In addition, we reviewed such questions of law as
we considered appropriate.
As to any facts material to the opinions contained herein, we have made no
independent investigation of such facts and have relied, to the extent that we
deem such reliance proper, upon certificates of public officials and officers or
other representatives of the Company.
In connection with rendering the opinions set forth below, we have assumed that
(i) all information contained in all documents reviewed by us is true and
correct; (ii) all signatures on all documents examined by us are genuine; (iii)
all documents submitted to us as originals are authentic and all documents
submitted to us as copies conform to the originals of those documents; (iv) each
natural person signing any document reviewed by us had the legal capacity to do
so; (v) each person signing in a representative capacity (other than on behalf
of the Company) any document reviewed by us had authority to sign in such
capacity; (vi) the Registration Statement, and any amendments thereto (including
post-effective amendments), will have become effective and comply with all
applicable laws; (vii) one or more prospectus supplements will have been
prepared and filed with the Securities and Exchange Commission describing the
Securities offered thereby; (viii) 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 an applicable prospectus supplement;
(ix) the Senior Indenture and the Subordinated Indenture, together with any
supplemental indenture or other instruments establishing a series of Debt
Securities to be issued under any of the Indentures, will each be duly
authorized, executed and delivered by the parties thereto in substantially the
form reviewed by us or with changes that do not affect the opinions given
hereunder; (x) at the time of any offering or sale of any shares of Common Stock
or Preferred Stock, that the Company will have at least such number of shares of
Common Stock or Preferred Stock authorized, created and, if appropriate,
reserved for issuance; (xi) 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 the other parties thereto;
and (xii) any Securities issuable upon conversion, exchange or exercise of any
Security being offered will have been duly authorized, created and, if
appropriate, reserved for issuance upon such conversion, exchange or exercise.
Based on the foregoing, and subject to the assumptions, qualifications,
limitations and exceptions set forth herein, we are of the opinion that:
Hanover Compressor Company
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June 20, 2003
(a) With respect to Debt Securities to be issued under the Senior
Indenture, when (i) the Senior Indenture has been duly qualified under the
Trust Indenture Act of 1939, as amended (the "TIA"); (ii) the 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; (iii) the terms of such Debt Securities and of their issuance and
sale have been established so as not to violate any applicable law or
result in a default under or breach of any agreement or instrument binding
upon the Company and so as to comply with any requirement or restriction
imposed by any court or governmental body having jurisdiction over the
Company; and (iv) such Debt Securities have been duly executed,
authenticated, issued and delivered in accordance with the provisions of
the Senior Indenture and in accordance with the applicable definitive
purchase, underwriting or similar agreement approved by the Board, then
upon payment of the consideration provided for therein, such Debt
Securities will be legally issued and will constitute valid and binding
obligations of the Company, enforceable against the Company in accordance
with their terms and will be entitled to the benefits of the Senior
Indenture.
(b) With respect to Debt Securities to be issued under the
Subordinated Indenture, when (i) the Subordinated Indenture has been duly
qualified under the TIA; (ii) the 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; (iii) the terms of such Debt
Securities and of their issuance and sale and the terms of the Subordinated
Indenture have been established so as not to violate any applicable law or
result in a default under or breach of any agreement or instrument binding
upon the Company and so as to comply with any requirement or restriction
imposed by any court or governmental body having jurisdiction over the
Company; and (iv) such Debt Securities have been duly executed,
authenticated, issued and delivered in accordance with the provisions of
the Subordinated Indenture and in accordance with the applicable definitive
purchase, underwriting or similar agreement approved by the Board, then
upon payment of the consideration provided for therein, such Debt
Securities will be legally issued and will constitute valid and binding
obligations of the Company, enforceable against the Company in accordance
with their terms and will be entitled to the benefits of the Subordinated
Indenture.
(c) With respect to shares of Common Stock, when (i) the Board has
taken all necessary corporate action to approve the issuance and terms of
the offering thereof and related matters; and (ii) certificates
representing the shares of Common Stock have been duly executed,
countersigned, registered and delivered either (A) in accordance with the
applicable definitive purchase, underwriting or similar agreement approved
by the Board, then upon payment of the consideration therefor (not less
than the par value of the Common Stock) provided for therein; or (B) upon
conversion, exchange or exercise of any other Security in accordance with
the terms of the Security or the instrument governing the Security
providing for the conversion, exchange or exercise as approved by the
Board, for the consideration approved by the Board (not less than the par
value of the Common Stock), such shares of Common Stock will be validly
issued, fully paid and non-assessable.
Hanover Compressor Company
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June 20, 2003
(d) With respect to shares of any series of Preferred Stock,
when (i) the Board has taken all necessary corporate action to approve
the issuance and terms of the shares of the series, the terms of the
offering thereof and related matters, including the adoption of a
resolution establishing and designating the series and fixing and
determining the preferences, limitations and relative rights thereof
and the filing of a statement with respect to the series with the
Secretary of State of the State of Delaware as required under Section
151 of the DGCL (the "Certificate of Designation"); and (ii)
certificates representing the shares of the series of Preferred Stock
have been duly executed, countersigned, registered and delivered either
(A) in accordance with the applicable definitive purchase, underwriting
or similar agreement approved by the Board, then upon payment of the
consideration therefor (not less than the par value of the Preferred
Stock) provided for therein; or (B) upon conversion, exchange or
exercise of any other Security in accordance with the terms of the
Security or the instrument governing the Security providing for the
conversion, exchange 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 the series of Preferred Stock will be
validly issued, fully paid and non-assessable.
(e) With respect to Depositary Shares, when (i) the Board has
taken all necessary corporate action to approve the issuance and terms
of the Depositary Shares, the terms of the offering thereof and related
matters, including the adoption of a Certificate of Designation
relating to the Preferred Stock underlying the Depositary Shares and
the filing of the Certificate of Designation with the Secretary of
State of the State of Delaware; (ii) the depositary agreement or
agreements relating to the Depositary Shares and the related depositary
receipts have been duly authorized and validly executed and delivered
by the Company and the depositary appointed by the Company; (iii) the
shares of Preferred Stock underlying the Depositary Shares have been
deposited with a bank or trust company (which meets the requirements
for the depositary set forth in the Registration Statement) under the
applicable depositary agreements; and (iv) the depositary receipts
representing the Depositary Shares have been duly executed,
countersigned, registered and delivered either (A) in accordance with
the appropriate depositary agreement approved by the Board, then upon
payment of the consideration therefore provided for therein; or (B)
upon conversion, exchange or exercise of any other Security providing
for the conversion, exchange or exercise as approved by the Board, for
the consideration approved by the Board, the Depositary Shares will be
legally issued.
(f) With respect to the 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
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June 20, 2003
agreement approved by the Board, then upon payment of the consideration
provided for therein, the Warrants will be legally issued.
(g) With respect to Stock Purchase Contracts, when (i) the
purchase agreement for the Stock Purchase Contracts has been duly
authorized and validly executed by the parties thereto; (ii) the Board
has taken all necessary corporate action to approve and establish the
terms of the Stock Purchase Contracts and to authorize and approve the
issuance thereof, the terms of the offering and related matters; and
(iii) the Stock Purchase Contracts have been duly executed and
delivered in accordance with the purchase agreement and the applicable
definitive purchase, underwriting or similar agreement approved by or
on behalf of the Board, then upon payment of the consideration
therefore provided for therein, the Stock Purchase Contracts will be
legally issued.
(h) With respect to Stock Purchase Units, when (i) the
purchase agreement for the Stock Purchase Units has been duly
authorized and validly executed by the parties thereto, (ii) the Board
has taken all necessary corporate action to approve and establish the
terms of the Stock Purchase Units and to authorize and approve the
issuance thereof, the terms of the offering and related matters; and
(iii) the Stock Purchase Units have been duly executed and delivered in
accordance with the purchase agreement and the applicable definitive
purchase, underwriting or similar agreement approved by or on behalf of
the Board, then upon payment of the consideration therefor provided
therein, the Stock Purchase Units will be legally issued.
(i) With respect to Guarantees to be issued under the Senior
Indenture or the Subordinated Indenture, when (i) the Senior Indenture
or the Subordinated Indenture, as the case may be, has been duly
qualified under the TIA; (ii) the general partner of HCLP has taken all
necessary action to approve the issuance and terms of such Guarantees,
the terms of the offering thereof and related matters; (iii) the terms
of such Guarantees and of their issuance and sale and the terms of the
Senior Indenture or the Subordinated Indenture, as the case may be,
have been established so as not to violate any applicable law or result
in a default under or breach of any agreement or instrument binding
upon HCLP and so as to comply with any requirement or restriction
imposed by any court or governmental body having jurisdiction over
HCLP; and (iv) such Guarantees have been duly executed, authenticated,
issued and delivered in accordance with the provisions of the Senior
Indenture or the Subordinated Indenture, as the case may be, and in
accordance with the applicable definitive purchase, underwriting or
similar agreement approved by the general partner of HCLP, then upon
payment of the consideration provided for therein, such Guarantees will
be legally issued and will constitute valid and binding obligations of
HCLP, enforceable against HCLP in accordance with their terms and will
be entitled to the benefits of the Senior Indenture or the Subordinated
Indenture, as the case may be.
The foregoing opinions are qualified to the extent that the enforceability of
any document, instrument or Security may be limited by or subject to (i)
bankruptcy, insolvency, fraudulent
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June 20, 2003
transfer or conveyance, reorganization, moratorium or other similar laws
relating to or affecting creditors' rights generally, and general equitable or
public policy principles, and (ii) with respect to any Debt Securities
denominated in a currency other than United States dollars, the requirement that
a claim (or a foreign currency judgment in respect of such a claim) with respect
to such Securities be converted to United States dollars at a rate of exchange
prevailing on a date determined pursuant to applicable law or governmental
authority.
We express no opinions concerning (i) the validity or enforceability of any
provisions contained in the Senior Indenture or the Subordinated Indenture that
purport to waive or not give effect to rights to notices, defenses, subrogation
or other rights or benefits that cannot be effectively waived under applicable
law or (ii) the enforceability of indemnification provisions to the extent they
purport to relate to liabilities resulting from or based upon negligence or any
violation of federal or state securities or blue sky laws.
The foregoing opinions are limited in all respects to the laws of the Delaware
General Corporation Law (including the applicable provisions of the Delaware
Constitution and the reported judicial decisions interpreting these laws) and
the laws of the State of New York and the federal laws of the United States of
America, and we do not express any opinions as to the laws of any other
jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the prospectus forming a
part of the Registration Statement under the caption "Legal Matters." By giving
such consent, we do not admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations of the Securities and Exchange Commission issued thereunder.
Very truly yours,
/s/ VINSON & ELKINS L.L.P.
Vinson & Elkins L.L.P.