<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 6, 1998
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------
DRIL-QUIP, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 13550 HEMPSTEAD HIGHWAY 74-2162088
(State or Other HOUSTON, TEXAS (I.R.S. Employer
Jurisdiction of (Address of Principal Executive Identification No.)
Incorporation or Offices)
Organization) 77040
(Zip Code)
- --------------------------------------------------------------------------------
1997 INCENTIVE PLAN OF DRIL-QUIP, INC.
(Full title of the plan)
- --------------------------------------------------------------------------------
LARRY E. REIMERT
13550 HEMPSTEAD HIGHWAY
HOUSTON, TEXAS 77040
(Name and Address of Agent for Service)
(713) 939-7711
Telephone Number, Including Area Code,
of Agent for Service
copy to:
WALTER J. SMITH
BAKER & BOTTS, L.L.P.
3000 ONE SHELL PLAZA
HOUSTON, TEXAS 77002-4995
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================
Proposed
Title of Amount Proposed Maximum Maximum Amount of
Securities to be to be Offering Price Aggregate Registration
Registered Registered Per Share(1) Offering Price(1) Fee
============================================================================================
<S> <C> <C> <C> <C>
Common Stock (par value 1,700,000 $ 29.4375 $ 50,043,750 $ 14,763
$0.01 per share)
============================================================================================
(1) Estimated in accordance with Rule 457(c) and (h) solely for the purpose of calculating
the registration fee and based upon the average of the high and low sales price reported
on the New York Stock Exchange on February 27, 1998.
============================================================================================
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Note: The document(s) containing the employee benefit plan
information required by Item 1 of Form S-8 and the statement of availability of
registrant information and any other information required by Item 2 of Form S-8
will be sent or given to participants as specified by Rule 428 under the
Securities Act of 1933, as amended (the "Securities Act"). In accordance with
Rule 428 and the requirements of Part I of Form S-8, such documents are not
being filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act. The registrant shall
maintain a file of such documents in accordance with the provisions of Rule 428.
Upon request, the registrant shall furnish to the Commission or its staff a copy
or copies of all of the documents included in such file.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
This Registration Statement incorporates herein by reference the following
documents which have been filed with the Commission pursuant to the Securities
Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), by
Dril-Quip, Inc., a Delaware corporation (the "Company"):
1. The Company's prospectus, dated October 22, 1997, as filed with
the Commission pursuant to Rule 424(b) of the Securities Act;
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997; and
3. The description of the Company's common stock, par value $.01 per
share ("Common Stock"), contained in the Company's Registration Statement
on Form 8-A, as originally filed with the Commission on October 1, 1997 and
as thereafter amended.
Each document filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Registration Statement
and prior to the filing of a post-effective amendment to this Registration
Statement which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing such documents.
Any statement contained in this Registration Statement, in an amendment
hereto or in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any subsequently filed supplement to
this Registration Statement or in any document that also is incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
II-1
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Delaware General Corporation Law
Section 145(a) of the General Corporation Law of the State of Delaware (the
"DGCL") provides that a corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the corporation and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
such person's conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement or conviction or upon a plea of nolo
contendere or its equivalent shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which such person reasonably
believed to be in or not opposed to the best interests of the corporation and,
with respect to any criminal action or proceeding, had reasonable cause to
believe that such person's conduct was unlawful.
Section 145(b) of the DGCL states that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation, or
is serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action or suit if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation and except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses that the Court of Chancery or such other
court shall deem proper.
Section 145(c) of the DGCL provides that to the extent that a present or
former director or officer of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
subsections (a) and (b) of Section 145, or in defense of any claim, issue or
matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith.
Section 145(d) of the DGCL states that any indemnification under
subsections (a) and (b) of Section 145 (unless ordered by a court) shall be made
by the corporation only as authorized in the specific case upon a determination
that indemnification of the present or former director, officer, employee or
agent is proper in the circumstances because such person has met the applicable
standard of conduct set forth in subsections (a) and (b). Such determination
shall be made, with respect to a person who is a director or officer at the time
of such determination, (1) by the board of directors by a majority vote of the
directors who were not parties to such action, suit or proceeding, even though
less than a quorum or (2) by a committee of such directors designated by
majority vote of such directors, even though less than a quorum or (3) if such a
quorum is not obtainable or, even if obtainable, a quorum of disinterested
directors so directs, by independent legal counsel in a written opinion or (4)
by the stockholders.
Section 145(e) of the DGCL provides that expenses (including attorneys'
fees) incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it ultimately is determined that such person is
not entitled to be indemnified by the corporation as authorized in Section 145.
Such expenses (including attorneys' fees) incurred by
II-2
<PAGE>
former directors and officers or other employees and agents may be so paid upon
such terms and conditions, if any, as the corporation deems appropriate.
Section 145(f) of the DGCL states that the indemnification and advancement
of expenses provided by, or granted pursuant to, the other subsections of
Section 145 shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in such person's official capacity and as to action in another
capacity while holding such office.
Section 145(g) of the DGCL provides that a corporation shall have the power
to purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against such person and incurred by such person
in any such capacity, or arising out of such person's status as such, whether or
not the corporation would have the power to indemnify such person against such
liability under the provisions of Section 145.
Section 145(j) of the DGCL states that the indemnification and advancement
of expenses provided by, or granted pursuant to, Section 145 shall, unless
otherwise provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.
Certificate of Incorporation
The Certificate of Incorporation of the Company provides that a director of
the Company shall not be personally liable to the Company or its stockholders
for monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the Company or
its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the DGCL or (iv) for any transaction from which the director derived an improper
personal benefit. If the DGCL is amended to authorize the further elimination
or limitation of the liability of directors, then the liability of a director of
the Company, in addition to the limitation on personal liability described
above, shall be limited to the fullest extent permitted by the amended DGCL.
Further, any repeal or modification of such provision of the Restated
Certificate of Incorporation by the stockholders of the Company shall be
prospective only, and shall not adversely affect any limitation on the personal
liability of a director of the Company existing at the time of such repeal or
modification.
Bylaws
The Bylaws of the Company provide that each person who was or is made a
party or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he or she, or a person of whom he or she is the legal
representative, is or was or has agreed to become a director or officer of the
Company or is or was serving or has agreed to serve at the request of the
Company as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director or officer or in any other
capacity while serving or having agreed to serve as a director or officer, shall
be indemnified and held harmless by the Company to the fullest extent authorized
by the DGCL, as the same exists or may thereafter be amended (but, in the case
of any such amendment, only to the extent that such amendment permits the
Company to provide broader indemnification rights than said law permitted the
Company to provide prior to such amendment) against all expense, liability and
loss (including, without limitation, attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to serve in the
capacity which initially entitled such person to indemnity thereunder, and shall
inure to the benefit of his or her heirs, executors and administrators;
provided, however, that the Company shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was authorized by the
board of directors of the Company. The Bylaws further provide that
II-3
<PAGE>
the right to indemnification conferred thereby shall be a contract right and
shall include the right to be paid by the Company the expenses incurred in
defending any such proceeding in advance of its final disposition; provided,
however, that, if the DGCL requires, the payment of such expenses incurred by a
current, former or proposed director or officer in his or her capacity as a
director or officer or proposed director or officer (and not in any other
capacity in which service was or is or has been agreed to be rendered by such
person while a director or officer, including, without limitation, service to an
employee benefit plan) in advance of the final disposition of a proceeding,
shall be made only upon delivery to the Company of an undertaking, by or on
behalf of such indemnified person, to repay all amounts so advanced if it shall
ultimately be determined that such indemnified person is not entitled to be
indemnified under the Bylaws or otherwise. In addition, the Bylaws provide that
the Company may, by action of its board of directors, provide indemnification to
employees and agents of the Company, individually or as a group, with the same
scope and effect as the indemnification to employees and agents of the Company,
individually or as a group, with the same scope and effect as the
indemnification of directors and officers provided for in the Bylaws.
The Bylaws include related provisions meant to facilitate the indemnitee's
receipt of such benefits. These provisions cover, among other things: (i)
specification of the method of determining entitlement to indemnification and
the selection of independent counsel that will in some cases make such
determination; (ii) specification of certain time periods by which certain
payments or determinations must be made and actions must be taken; and (iii) the
establishment of certain presumptions in favor of an indemnitee. The benefits
of certain of these provisions are available to an indemnitee only if there has
been a change in control (as defined therein).
Incentive Plan
In addition, Section 6 of the Company's Incentive Plan (the "Incentive
Plan") provides that certain directors and officers administering the Incentive
Plan shall not be liable for anything done or omitted to be done by him or her
in connection with the performance of duties under the Incentive Plan, except
for his or her own willful misconduct or as expressly provided by statute.
Insurance
The Company has obtained a policy of liability insurance to insure its
directors and officers against losses resulting from certain acts committed by
them in their capacities as directors and officers of the Company.
Indemnification Agreements
The Company has entered into an agreement with each of its directors and
executive officers pursuant to which the Company has agreed to indemnify, to the
fullest extent of applicable law, such persons against all losses, liabilities,
claims, damages and expenses (as defined therein) arising out of any event
related to the fact that the person is or was a director or officer of the
Company.
The above discussion of the Company's Restated Certificate of
Incorporation, Bylaws, Incentive Plan, indemnification agreements and Section
145 of the Delaware General Corporation Law is intended to be only a summary and
is qualified in its entirety by the full text of each of the foregoing.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
II-4
<PAGE>
ITEM 8. EXHIBITS
The following documents are filed as a part of this registration statement
or incorporated by reference herein:
<TABLE>
<CAPTION>
Exhibit
No. Description
- ------- ------------------------------------------------------------------------------------------------
<C> <S>
*4.1 -- Restated Certificate of Incorporation of the Company (incorporated herein by reference to
Exhibit 3.2 to the Company's Registration Statement on Form S-1 (Registration No. 333-33447)).
*4.2 -- Bylaws of the Company (incorporated herein by reference to Exhibit 3.3 to the Company's
Registration Statement on Form S-1 (Registration No. 333-33447)).
*4.3 -- Certificate of Designations for Series A Junior Participating Preferred Stock (incorporated
herein by reference to Exhibit 3.3 to the Company's Form 10-Q for the quarter ended
September 30, 1997).
*4.4 -- Form of certificate representing Common Stock. (incorporated herein by reference to Exhibit 4.1
to the Company's Registration Statement on Form S-1 (Registration No. 333-33447)).
*4.5 -- 1997 Incentive Plan of Dril-Quip, Inc. (incorporated herein by reference to Exhibit 10.13
to the Company's Registration Statement on Form S-1 (Registration No. 333-33447)).
5 -- Opinion of Baker & Botts, L.L.P.
23.1 -- Consent of Baker & Botts, L.L.P. (included in Exhibit 5).
23.2 -- Consent of Ernst & Young LLP.
24 -- Powers of Attorney (included on the signature page of this Registration Statement).
</TABLE>
* Incorporated herein by reference as indicated.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) of the Securities Act of 1933 if, in the aggregate,
the changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
II-5
<PAGE>
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement;
provided, however, that the undertakings set forth in paragraphs (a)(1)(i)
and (a)(1)(ii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer, or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on the 6th day of March,
1998.
DRIL-QUIP, INC.
By: /s/J. Mike Walker
---------------------------------
J. Mike Walker
Co-Chairman of the Board
POWER OF ATTORNEY
Each person whose signature appears below appoints J. Mike Walker, Gary D.
Smith and Larry E. Reimert, and each of them, each of whom may act without the
joinder of the other, as his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto and all other documents in connection therewith, with
the Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully and for all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them or their substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 6th day of March, 1998.
Signature Title
--------- -----
/s/ Larry E. Reimert Co-Chairman of the Board and Director
- ------------------------ (Co-Principal Executive Officer and
Larry E. Reimert Principal Financial Officer)
/s/ Gary D. Smith Co-Chairman of the Board
- ------------------------ (Co-Principal Executive Officer)
Gary D. Smith
/s/ J. Mike Walker Co-Chairman of the Board
- ------------------------ (Co-Principal Executive Officer)
J. Mike Walker
/s/ Jerry M. Brooks Chief Accounting Officer
- ------------------------ (Principal Accounting Officer)
Jerry M. Brooks
/s/ Gary W. Loveless Director
- ------------------------
Gary W. Loveless
/s/ James M. Alexander Director
- ------------------------
James M. Alexander
II-7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description
- ------- ------------------------------------------------------------------------------------------------
<C> <S>
*4.1 -- Restated Certificate of Incorporation of the Company (incorporated herein by reference to
Exhibit 3.2 to the Company's Registration Statement on Form S-1 (Registration No. 333-33447)).
*4.2 -- Bylaws of the Company (incorporated herein by reference to Exhibit 3.3 to the Company's
Registration Statement on Form S-1 (Registration No. 333-33447)).
*4.3 -- Certificate of Designations for Series A Junior Participating Preferred Stock (incorporated
herein by reference to Exhibit 3.3 to the Company's Form 10-Q for the quarter ended
September 30, 1997).
*4.4 -- Form of certificate representing Common Stock. (incorporated herein by reference to Exhibit 4.1
to the Company's Registration Statement on Form S-1 (Registration No. 333-33447)).
*4.5 -- 1997 Incentive Plan of Dril-Quip, Inc. (incorporated herein by reference to Exhibit 10.13
to the Company's Registration Statement on Form S-1 (Registration No. 333-33447)).
5 -- Opinion of Baker & Botts, L.L.P.
23.1 -- Consent of Baker & Botts, L.L.P. (included in Exhibit 5).
23.2 -- Consent of Ernst & Young LLP.
24 -- Powers of Attorney (included on the signature page of this Registration Statement).
</TABLE>
* Incorporated herein by reference as indicated.
<PAGE>
[BAKER & BOTTS LETTERHEAD APPEARS HERE]
EXHIBIT 5
March 6, 1998
Dril-Quip, Inc.
13550 Hempstead Highway
Houston, Texas 77040
Ladies and Gentlemen:
As set forth in the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Dril-Quip, Inc., a Delaware corporation
(the "Company"), with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, relating to 1,700,000 shares (the "Shares")
of common stock of the Company, par value $0.01 per share (the "Common Stock"),
that may be issued pursuant to the terms of the 1997 Incentive Plan of Dril-
Quip, Inc. (the "Incentive Plan"), certain legal matters in connection with the
Shares are being passed upon for the Company by us. At your request, this
opinion is being furnished to you for filing as Exhibit 5 to the Registration
Statement.
In our capacity as your counsel in the connection referred to above,
we have examined the Company's Restated Certificate of Incorporation and Bylaws,
each as amended to date, and the originals, or copies certified or otherwise
identified, of corporate records of 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 with
respect to the accuracy of the material factual matters contained in such
certificates.
We have assumed that all signatures on all documents 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. In addition, we have assumed for purposes of
<PAGE>
BAKER & BOTTS
L.L.P.
Dril-Quip, Inc. -2- March 6, 1998
paragraph 2 below that the consideration received by the Company for the Shares
will be not less than the par value of the Shares.
On the basis of the foregoing, and subject to the assumptions,
limitations and qualifications set forth herein, we are of the opinion that:
1. The Company is a corporation duly organized and validly existing
in good standing under the laws of the State of Delaware.
2. Upon the issuance and sale of shares of Common Stock pursuant to
the provisions of the Incentive Plan for consideration fixed by the Board
of Directors or, with respect to grants under the Incentive Plan to
executive officers of the Company, by the Compensation Committee of the
Board of Directors, such shares of Common Stock will be duly authorized by
all necessary corporate action on the part of the Company, validly issued,
fully paid and nonassessable.
The opinions set forth above are limited in all respects to the laws
of the State of Texas, the General Corporation Law of the State of Delaware and
the federal securities laws, each as in effect on the date hereof.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
BAKER & BOTTS, L.L.P.
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
(Form S-8) pertaining to the 1997 Incentive Plan of Dril-Quip, Inc. of our
report dated April 3, 1997 (except Note 11, as to which the date is October 16,
1997), with respect to the consolidated financial statements of Dril-Quip, Inc.
included in the Registration Statement (Form S-1 No. 333-33447) for the year
ended December 31, 1996.
Ernst & Young LLP
Houston, Texas
March 6, 1998
