Attached files
file | filename |
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8-K - FORM 8-K - PRIDE INTERNATIONAL INC | h75076e8vk.htm |
EX-1.1 - EX-1.1 - PRIDE INTERNATIONAL INC | h75076exv1w1.htm |
EX-4.2 - EX-4.2 - PRIDE INTERNATIONAL INC | h75076exv4w2.htm |
Exhibit 5.1
ONE SHELL PLAZA 910 LOUISIANA HOUSTON, TEXAS 77002-4995 TEL +1 713.229.1234 FAX +1 713.229.1522 www.bakerbotts.com |
ABU DHABI AUSTIN BEIJING DALLAS DUBAI HONG KONG HOUSTON LONDON MOSCOW NEW YORK PALO ALTO RIYADH WASHINGTON |
Exhibit 5.1
August 6, 2010
020475.0235
Pride International, Inc.
5847 San Felipe, Suite 3300
Houston, Texas 77057
5847 San Felipe, Suite 3300
Houston, Texas 77057
Ladies and Gentlemen:
In connection with the issuance by Pride International, Inc., a Delaware corporation (the
Company), of $900,000,000 aggregate principal amount of its 6 7/8% Senior Notes due 2020 and
$300,000,000 aggregate principal amount of its 7 7/8% Senior Notes due 2040 (collectively, the
Notes) pursuant to (a) the Registration Statement of the Company on Form S-3 (Registration
No. 333-154920) (the Registration Statement), which was filed by the Company with the Securities
and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the
Securities Act), and (b) the related prospectus dated October 31, 2008, as supplemented by the
prospectus supplement relating to the sale of the Notes dated August 3, 2010 (as so supplemented,
the Prospectus), as filed by the Company with the Commission pursuant to Rule 424(b) under the
Securities Act, certain legal matters with respect to the Notes are being passed upon for you by
us. At your request, this opinion is being furnished to you for filing as Exhibit 5.1 to the
Current Report of the Company on Form 8-K to be filed with the Commission on the date hereof (the
Form 8-K).
The Notes are to be issued pursuant to an Indenture dated as of July 1, 2004 (the Base
Indenture) between the Company and The Bank of New York Mellon, as trustee (the Trustee), as
amended and supplemented by the Third Supplemental Indenture thereto to be dated as of August 6,
2010 (the Supplemental Indenture; the Base Indenture, as amended and supplemented by the
Supplemental Indenture, is referred to herein as the Indenture).
In our capacity as your counsel in the connection referred to above, we have examined
originals, or copies certified or otherwise identified, of (i) the Certificate of Incorporation and
By-laws of the Company, each as amended to date; (ii) the Underwriting Agreement (the Underwriting
Agreement), dated as of August 3, 2010, between the Company and the several Underwriters named in
Schedule I thereto (the Underwriters), relating to the issuance and sale of the Notes; (iii) the
Registration Statement and the Prospectus; (iv) the Base Indenture and the form of Supplemental
Indenture filed as an exhibit to the Form 8-K; and (v) the corporate records of the Company,
including minute books of the Company, as furnished to us by the Company, certificates of public
officials and of representatives of the Company, statutes and other instruments and documents as a
basis for the opinions hereinafter expressed. In giving such opinions, we have relied upon
certificates of officers of the Company and of public officials with respect to the accuracy of the
material factual matters contained in such certificates. In giving the opinions below, we have
assumed that the signatures on all documents
Pride International, Inc. | 2 | August 6, 2010 |
examined by us are genuine, that all documents submitted to us as originals are accurate and
complete, that all documents submitted to us as copies are true and correct copies of the originals
thereof and that all information submitted to us was accurate and complete. We also have assumed
that the Notes will be issued and sold in the manner set forth in the Prospectus and the
Underwriting Agreement.
On the basis of the foregoing, and subject to the assumptions, limitations and qualifications
hereinafter set forth, we are of the opinion that the Notes will, when duly executed, issued and
delivered by the Company and authenticated and delivered by the Trustee in accordance with the
terms of the Indenture and duly purchased and paid for by the Underwriters in accordance with the
terms of the Underwriting Agreement, constitute legal, valid and binding obligations of the
Company, enforceable against the Company in accordance with their terms, except as that enforcement
is subject to any applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer or conveyance or other laws relating to or affecting creditors rights generally, and
general principles of equity (regardless of whether that enforceability is considered in a
proceeding in equity or at law).
The opinion set forth above is limited in all respects to matters of the contract law of the
State of New York, the General Corporation Law of the State of Delaware and applicable federal law.
We hereby consent to the filing of this opinion of counsel as Exhibit 5.1 to the Form 8-K. We
also consent to the reference to our Firm under the headings Legal Matters and Legal Opinions
in the Prospectus. 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 Securities Act or the rules and
regulations of the Commission thereunder.
Very truly yours,
/s/ Baker Botts L.L.P.