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Exhibit 5.1
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[BAKER & McKENZIE LETTERHEAD]
July 10, 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-4, Reg. No. 333-39202
(the "Registration Statement"), relating to $199 million aggregate principal
amount at maturity of the Company's 13% Senior Discount Notes due 2007 (the "New
Notes"), which are being registered under the Securities Act, and which will be
issued under the Indenture, dated as of July 12, 1999 (the "Indenture"), among
the Company and The Bank of New York, as Trustee thereunder (the "Trustee"). The
New Notes are to be offered in exchange for the Company's outstanding 13% Senior
Discount Notes due 2007 (the "Old Notes"). 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 New Notes; and (vi)
resolutions of the Boards of Directors of the Company relating to, among other
things, the issuance and exchange of the New Notes for the Old Notes and 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 original documents of all
documents submitted to us as certified or photostatic
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EarthWatch Incorporated
July 10, 2000
Page 2
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 New
Notes will be legally issued 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), when (i) the Registration Statement, as finally amended
(including all necessary post-effective amendments), shall have become effective
under the Securities Act; (ii) the New Notes are duly executed, authenticated
and delivered in accordance with the provisions of the Indenture; and (iii) the
New Notes shall have been issued and delivered in exchange for the Old Notes
pursuant to the terms set forth in the Prospectus.
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 issuance or exchange of the New Notes.
We have relied on Form T-1 and the certificates delivered by the Trustee as
to the qualifications, authority, legal power and eligibility of the Trustee to
act as trustee under the Indenture and to perform in accordance with the terms
of the Indenture its duties thereunder.
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 & McKENZIE
