Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - Baker Hughes Holdings LLC | h75673e8vk.htm |
| EX-4.2 - EX-4.2 - Baker Hughes Holdings LLC | h75673exv4w2.htm |
| EX-4.3 - EX-4.3 - Baker Hughes Holdings LLC | h75673exv4w3.htm |
Exhibit 5.1
August 24, 2010
Baker Hughes Incorporated
2929 Allen Parkway, Suite 2100
Houston, TX 77019
2929 Allen Parkway, Suite 2100
Houston, TX 77019
Re:
|
Baker Hughes Incorporated | |
| Registration Statement on Form S-3 | ||
| File No. 333-159065 |
Ladies and Gentlemen:
We have acted as special counsel to Baker Hughes Incorporated, a Delaware corporation (the
“Company”), in connection with the registration, pursuant to a Registration Statement on Form S-3
(File No. 333-159065) (the “Registration Statement”), filed with the Securities and
Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), of
the offering and sale by the Company of $1,500,000,000 aggregate principal amount of 5.125% Senior
Notes due 2040 (the “Securities”) of the Company to be issued under an Indenture (the “Indenture”)
dated as of October 28, 2008 between the Company and Bank of New York Mellon Trust Company, N.A.,
as Trustee, and sold pursuant to the terms of an underwriting agreement (the “Underwriting
Agreement”) dated August 19, 2010 executed by the Company and J.P. Morgan Securities Inc., Barclays
Capital Inc., RBS Securities Inc. and UBS Securities LLC, as representatives of the several
underwriters (the “Underwriters”) named in the Underwriting Agreement. This opinion is being
furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.
We have examined originals or certified copies of such corporate records of the Company and
other certificates and documents of officials of the Company, public officials and others as we
have deemed appropriate for purposes of this letter. We have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the authenticity of all documents submitted
to us as originals, the conformity to authentic original documents of all copies submitted to us as
conformed, certified or reproduced copies, and that the Securities will conform to the specimen
thereof we have reviewed. We have also assumed that the Indenture is a valid and binding
obligation of the Trustee, enforceable against the Trustee in accordance with its terms. As to
various questions of fact relevant to this letter, we have relied, without independent
investigation, upon certificates of public officials and certificates of officers of the Company,
all of which we assume to be true, correct and complete.
Based upon the foregoing and subject to the assumptions, exceptions, qualifications and
limitations set forth herein, we are of the opinion that when the Securities have been duly
Baker Hughes Incorporated
August 24, 2010
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August 24, 2010
Page 2
executed by the Company, duly authenticated by the Trustee in accordance with the terms of the
Indenture, and delivered to and paid for by the Underwriters pursuant to the terms of the
Underwriting Agreement, the Securities will be valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms.
The opinions and other matters in this letter are qualified in their entirety and subject to
the following:
| A. | We express no opinion as to the laws of any jurisdiction other than the laws of the State of New York and the General Corporation Law of the State of Delaware (the “DGCL”). As used herein, the term “DGCL” includes the statutory provisions contained therein and all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting those laws. | |
| B. | 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 without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief (regardless of whether considered in a proceeding in equity or at law); and (iii) securities laws and public policy underlying such laws with respect to rights to indemnification and contribution. | |
| C. | This opinion letter is limited to the matters expressly stated herein and no opinion is to be inferred or implied beyond the opinion expressly set forth herein. We undertake no, and hereby disclaim any, obligation to make any inquiry after the date hereof or to advise you of any changes in any matter set forth herein, whether based on a change in the law, a change in any fact relating to the Company or any other person or any other circumstance. |
Baker Hughes Incorporated
August 24, 2010
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August 24, 2010
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We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K
filed by the Company with the Commission on or about the date hereof, to the incorporation by
reference of this opinion into the Registration Statement and to the use of our name in the
Prospectus dated June 1, 2009, and the Prospectus Supplement dated August 19,
2010, forming a part
of the Registration Statement under the caption “Legal Matters.” In giving this consent, we do not
thereby admit that we are 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/ AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. | ||||
| AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. | ||||