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Exhibit 5.1
September 26, 2000
EarthWatch Incorporated
1900 Pike Road
Longmont, Colorado 80501
Ladies and Gentlemen
We have acted as special counsel to EarthWatch Incorporated, a Delaware
corporation (the "Company"), in connection with its filing with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"), of a registration statement on Form S-1 (the "Registration
Statement"), relating to the registration of $72 million aggregate principal
amount at maturity of the Company's 12 1/2% Senior Notes due 2005 (the
"Notes"), which have been issued under the Indenture, dated as of April 8, 1999,
as supplemented July 7, 1999 (the "Indenture"), among the Company and The Bank
of New York, as Trustee thereunder (the "Trustee"). Except as otherwise
specified, terms used herein shall have the same meanings as are ascribed to
such terms in the Indenture.
This opinion letter is delivered in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act.
In connection with this opinion letter, we have examined and are familiar
with originals or copies, certified or otherwise identified to our satisfaction,
of (i) the Registration Statement, in the form filed with the Commission and as
amended through the date hereof; (ii) the Certificate of Incorporation of the
Company, as currently in effect; (iii) the By-laws of the Company, as currently
in effect; (iv) the Indenture; (v) the form of the Notes; and (vi) resolutions
of the Boards of Directors of the Company relating to, among other things, the
filing of the Registration Statement. We also have examined such other documents
as we have deemed necessary or appropriate as a basis for the opinions set forth
below.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to
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EarthWatch Incorporated
September 26, 2000
Page 2
original documents of all documents submitted to us as certified or photostatic
copies, and the authenticity of the originals of such latter documents. As to
certain facts material to this opinion letter, we have relied without
independent verification upon oral or written statements and representations of
officers and other representatives of the Company and others.
Based upon and subject to the foregoing, we are of the opinion that the
Notes have been duly and validly authorized and issued by the Company and
constitute valid and binding obligations of the Company entitled to the benefits
of the Indenture and enforceable against the Company in accordance with their
terms, except to the extent that the enforceability thereof may be limited by
(x) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or
other similar laws now or hereafter in effect relating to creditors' rights
generally and (y) general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in equity).
It is understood that this opinion is to be used only in connection with
the offer and sale of the Notes while the Registration Statement is in effect.
The foregoing opinions are limited to the laws of the United States, the
State of New York and the General Corporation Law of the State of Delaware. We
express no opinion as to the application of the securities or blue sky laws of
the various states to the resale of the Notes.
We hereby consent to the reference to our firm under the heading "Legal
matters" in the prospectus included in the Registration Statement and to the
filing of this opinion letter with the Commission as an exhibit to the
Registration Statement. In giving such consent, we do not concede that we are
experts within the meaning of the Securities Act or the rules and regulations
thereunder or that this consent is required by Section 7 of the Securities Act.
Very truly yours,
/s/ BAKER AND MCKENZIE
