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EXHIBIT 5.1
Vinson & Elkins L.L.P.
Attorneys at Law
2300 First City Tower
1001 Fannin Street
Houston, Texas 77002-6760
Telephone (713) 758-2222
Fax (713) 758-2346
July 28, 2000
W-H Energy Services, Inc.
10370 Richmond Avenue, Suite 990
Houston, Texas 77042
Ladies and Gentlemen:
We have acted as counsel for W-H Energy Services, Inc., a Texas
corporation (the "Company"), in connection with the proposed offer and sale (the
"Offering") by the Company to the several underwriters (the "Underwriters") set
forth in the underwriting agreement (the "Underwriting Agreement") to be
executed in connection with the Offering among the Company and the
representatives of the Underwriters, pursuant to the prospectus forming a part
of a Registration Statement on Form S-1, File No. 333-43411, originally filed
with the Securities and Exchange Commission on December 29, 1997, as amended by
Amendment No. 1 filed November 12, 1998, Amendment No. 2 filed January 7, 1999,
Amendment No. 3 filed May 11, 2000, and Amendment No. 4 filed July 28, 2000
(such Registration Statement, as amended at the effective date thereof, being
referred to herein as the "Registration Statement"), of an aggregate of
12,500,000 shares of Common Stock, par value $.0001 per share, of the Company
("Common Stock). Capitalized terms used but not defined herein have the meanings
set forth in the Registration Statement.
We are rendering this opinion as of the time the Registration Statement
becomes effective in accordance with Section 8(a) of the Securities Act of 1933,
as amended.
In connection with this opinion, we have assumed that the Registration
Statement, and any amendments thereto (including post-effective amendments),
will have become effective and the shares of Common Stock will be issued and
sold in compliance with applicable federal and state securities laws and in the
manner described in the Registration Statement and the applicable prospectus.
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W-H Energy Services, Inc.
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July 28, 2000
In connection with the opinion expressed herein, we have examined,
among other things, the Restated Articles of Incorporation and the Amended and
Restated Bylaws of the Company, the records of corporate proceedings that have
occurred prior to the date hereof with respect to the Offering, the Registration
Statement, as amended and the form of Underwriting Agreement to be executed
among the Company, Donaldson, Lufkin & Jenrette Securities Corporation, Morgan
Stanley & Co. Incorporated, UBS Warburg LLC, Simmons & Company International and
DLJdirect Inc., as representatives of the several Underwriters. We have also
reviewed such questions of law as we have deemed necessary or appropriate.
Based upon the foregoing, we are of the opinion that the shares of
Common Stock proposed to be issued and sold by the Company to the Underwriters
have been validly authorized for issuance and, upon the issuance and delivery
thereof as set forth in the Registration Statement, will be validly issued,
fully paid and nonassessable
This opinion is limited in all respects to the laws of the State of
Texas, as interpreted by the courts of the State of Texas.
We hereby consent to the statements with respect to us under the
heading "Legal Matters" in the prospectus forming a part of the Registration
Statement and to the filing of this opinion as an exhibit to the Registration
Statement, but we do not thereby admit that we are within the class of persons
whose consent is required under the provisions of the Securities Act of 1933, as
amended, or the rules and regulations of the Securities and Exchange Commission
issued thereunder.
Very truly yours,
/s/ VINSON & ELKINS L.L.P.
VINSON & ELKINS L.L.P.
