<PAGE> 1
[EXHIBIT 5.1]
[Letterhead of Baker Botts L.L.P.]
July 27, 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-1 (Registration No. 333-38954) filed by Hydril Company, a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission (the "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 (the "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.
<PAGE> 2
Hydril Company
Page 2 July 27, 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 offered as described in the Registrations Statement,
and upon (i) the effectiveness of the Restated Certificate of Incorporation,
(ii) the taking of action by the duly authorized Pricing Committee of the Board
of Directors of the Company to determine the price at which the Shares and the
Additional Shares are to be sold to the underwriters by the Company and to
authorize the issuance of such Shares and such Additional Shares, and (iii) the
issuance and sale by the Company of 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.
