Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - Baker Hughes Holdings LLC | h72191e8vk.htm |
| EX-3.2 - EX-3.2 - Baker Hughes Holdings LLC | h72191exv3w2.htm |
| EX-4.4 - EX-4.4 - Baker Hughes Holdings LLC | h72191exv4w4.htm |
| EX-4.6 - EX-4.6 - Baker Hughes Holdings LLC | h72191exv4w6.htm |
| EX-4.5 - EX-4.5 - Baker Hughes Holdings LLC | h72191exv4w5.htm |
| EX-99.1 - EX-99.1 - Baker Hughes Holdings LLC | h72191exv99w1.htm |
| EX-23.2 - EX-23.2 - Baker Hughes Holdings LLC | h72191exv23w2.htm |
Exhibit 5.1
April 28, 2010
Baker Hughes Incorporated
2929 Allen Parkway, Suite 2100
Houston, Texas 77019
Baker Hughes Incorporated
2929 Allen Parkway, Suite 2100
Houston, Texas 77019
Gentlemen:
I am the Deputy General Counsel for Baker Hughes Incorporated, a Delaware corporation (the
“Company”), and have acted in such capacity in connection with the registration under the
Securities Act of 1933, as amended (the “Act”), of the shares of the Company’s common stock, $1.00
par value (the “Common Stock”), to be offered pursuant to
the prospectus supplement dated April 29, 2010 pursuant to Rule 424(b)(3) under the BJ Services Company 1995 Incentive Plan, the BJ
Services Company 1997 Incentive Plan, the BJ Services Company 2000 Incentive Plan and the Amended
and Restated BJ Services Company 2003 Incentive Plan (collectively, the “Plans”) and upon the terms
and subject to the conditions set forth in the Company’s Registration Statement on Form S-3 (File
No. 333-159065) (the “Registration Statement”) relating thereto filed with the Securities and
Exchange Commission on May 8, 2009.
In connection therewith, I have examined originals or copies certified or otherwise identified
to my satisfaction of the Restated Certificate of Incorporation of the Company as amended, the
Bylaws of the Company, the corporate proceedings with respect to the offering of shares and such
other documents and instruments as I have deemed necessary or appropriate for the expression of the
opinions contained herein.
I have assumed the authenticity and completeness of all records, certificates and other
instruments submitted to me as originals, the conformity to original documents of all records,
certificates and other instruments submitted to me as copies, the authenticity and completeness of
the originals of those records, certificates and other instruments submitted to me as copies and
the correctness of all statements of fact contained in all records, certificates and other
instruments that I have examined.
Based on the foregoing, and having a regard for such legal considerations as I have deemed
relevant, I am of the opinion that:
| (i) | The Company has been duly incorporated and is validly existing in good standing under the laws of the State of Delaware. | ||
| (ii) | The shares of Common Stock proposed to be sold by the Company pursuant to the Registration Statement have been duly and validly authorized for issuance and, when issued and paid for in accordance with the terms of the Plans and the Registration Statement and any conditions or restrictions relating thereto shall have been satisfied, and subject to compliance with the applicable Blue Sky laws, will be duly and validly issued, fully paid and nonassessable. |
I express no opinion as to the laws of any jurisdiction other than any published
constitutions, treaties, laws, rules or regulations or judicial or administrative decisions
(“Laws”) of (i) the federal laws of the United States, (ii) the General Corporation Law of the
State of Delaware and (iii) the Laws of the State of Texas.
The matters expressed in this letter are subject to and qualified and limited by (i)
applicable bankruptcy, insolvency, fraudulent transfer and conveyance, reorganization, moratorium
and similar laws affecting creditors’ rights and remedies generally; (ii) general principles of
equity, including principles of commercial reasonableness, good faith and fair dealing (regardless
of whether enforcement is sought in a proceeding at law or in equity); (iii) commercial
reasonableness and unconscionability and an implied covenant of good faith and fair dealing; (iv)
the power of the courts to award damages in lieu of equitable remedies; and (v) securities Laws and
public policy underlying such Laws with respect to rights to indemnification and contribution.
I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In
giving this consent, I do not thereby admit that I am within the category of persons whose consent
is required under Section 7 of the Act and the rules and regulations thereunder.
| Very truly yours, |
||||
| /s/ William D. Marsh | ||||
| William D. Marsh | ||||
| Assistant Secretary and Deputy General Counsel | ||||