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EXHIBIT 5.1
[Letterhead of Grant Prideco, Inc.]
May 26, 2000
Board of Directors
Grant Prideco, Inc.
1450 Lake Robbins Drive
The Woodlands, Texas 77380
Gentlemen:
I am the Associate General Counsel of Grant Prideco, Inc., a Delaware
corporation (the "Registrant"), in connection with the registration under the
Securities Act of 1933 of 500,000 shares of the Registrant's common stock, par
value $.01 per share (the "Shares"), which are to be offered upon the terms and
subject to the conditions set forth in the Grant Prideco, Inc. 401(K) Savings
Plan (the "Plan").
In connection therewith, I have examined originals or copies, certified or
otherwise identified to myr satisfaction, of the Restated Certificate of
Incorporation of the Registrant, the Bylaws of the Registrant, as amended, the
Plan, the records of relevant corporate proceedings with respect to the offering
of the Shares and such other documents and instruments as I have deemed
necessary or appropriate for the expression of the opinions contained herein. We
also have examined the Registrant's Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission with respect to the Shares.
I have assumed the authenticity and completeness of all records, certificates
and other instruments submitted to me as originals, the conformity to original
documents of all records, certificates and other instruments submitted to me as
copies, the authenticity and completeness of the originals of those records,
certificates and other instruments submitted to me as copies and the correctness
of all statements of fact contained in all records, certificates and other
instruments that I have examined.
Based on the foregoing, and having regard for such legal considerations as I
have deemed relevant, I am of the opinion that the Shares have been duly and
validly authorized for issuance and, when issued in accordance with the terms of
the Plan, will be duly and validly issued, fully paid and nonassessable.
The opinions expressed herein relate solely to, are based solely upon and are
limited exclusively to the corporate laws of the State of Delaware and the
federal laws of the United States of America, to the extent applicable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Grant Prideco, Inc.
By: /s/ Philip A. Choyce
Philip A. Choyce
Vice President and
Associate General Counsel
