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EXHIBIT 5.1
[BAKER BOTTS L.L.P. LETTERHEAD]
September 5, 2000
Hydril Company
3300 North Sam Houston Parkway East
Houston, Texas 77032-3411
Gentlemen:
As set forth in the Registration Statement (the "Registration
Statement") on Form S-1 (Registration No. 333-38954) filed by Hydril Company, a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating to the
Company's Common Stock, par value $.50 per share (the "Common Stock"), certain
legal matters in connection with the Common Stock are being passed upon for the
Company by us. The Registration Statement relates to the offering of an
aggregate of 7,500,000 shares of Common Stock (the "Shares"), consisting of
2,323,932 Shares to be issued and sold by the Company and 5,176,068 Shares to be
sold by the Selling Stockholders identified in the Registration Statement (the
"Selling Stockholders"), together with up to 1,100,000 shares of the Common
Stock (the "Additional Shares"), consisting of 348,736 Additional Shares that
may be issued and sold by the Company and 751,264 Additional Shares that may be
sold by the Selling Stockholders, pursuant to the underwriters' over-allotment
option as described in the Registration Statement. At your request, this opinion
is being furnished to you for filing as Exhibit 5.1 to the Registration
Statement.
We understand that the Shares and any Additional Shares are to be sold
pursuant to the terms of an underwriting agreement in substantially the form to
be filed as Exhibit 1.1 to the Registration Statement.
In our capacity as your counsel in the connection referred to above, we
have examined the Form of Restated Certificate of Incorporation of the Company,
as filed as Exhibit 3.1 to the Registration Statement (the "Restated Certificate
of Incorporation"), the Amended and Restated Bylaws of the Company and the
originals, or copies certified or otherwise identified, of corporate records of
the Company, including minute books of the Company as furnished to us by the
Company, certificates of public officials and of representatives of the Company,
statutes and other instruments and documents pertaining to the Company 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 also
assumed that the Restated Certificate of Incorporation will have been filed with
the Delaware Secretary of State and have become effective prior to the sale of
the Shares and any Additional Shares.
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Hydril Company 2 September 5, 2000
Based on our examination as aforesaid, and subject to the assumptions,
limitations and qualifications set forth herein, we are of the opinion that:
1. The Company is a corporation duly incorporated and validly
existing in good standing under the laws of the State of Delaware.
2. When (i) the duly authorized pricing committee of the board
of directors of the Company determines the price at which the Shares
and any Additional Shares are to be sold to the underwriters by the
Company and authorizes the issuance of such Shares and any such
Additional Shares for such consideration, and (ii) the Company issues
and sells the Shares and any Additional Shares in accordance with the
terms and provisions of the underwriting agreement and as described in
the Registration Statement, such Shares and any such Additional Shares
will be duly authorized by all necessary corporate action on the part
of the Company, validly issued, fully paid and nonassessable.
3. The Shares and the Additional Shares to be sold by the
Selling Stockholders will be, upon the effectiveness of the Restated
Certificate of Incorporation, 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 Exhibit 5.1 to the
Registration Statement and to the reference to us under "Legal Matters" in the
prospectus forming a part of the Registration Statement.
Very truly yours,
/s/ BAKER BOTTS L.L.P.
