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EXHIBIT 5.1
[Letterhead of Fulbright & Jaworski L.L.P.]
August 21, 2000
Weatherford International, Inc.
515 Post Oak Boulevard, Suite 600
Houston, Texas 77027
Gentlemen:
We have acted as counsel to Weatherford International, Inc., a Delaware
corporation (the "Registrant"), in connection with the registration under the
Securities Act of 1933 of $910,000,000 principal amount of the Registrant's Zero
Coupon Convertible Senior Debentures due 2020 (the "Debentures") and 9,097,270
shares of the Registrant's common stock, par value $1.00 per share, which are
issuable on conversion of the Debentures (the "Shares"), as described in the
Registrant's Registration Statement on Form S-3 to be filed with the Securities
and Exchange Commission with respect to the Debentures and the Shares (the
"Registration Statement").
We have examined originals or copies, certified or otherwise identified to
our satisfaction, of the Restated Certificate of Incorporation of the
Registrant, as amended, the Bylaws of the Registrant, as amended, the records of
relevant corporate proceedings with respect to the offering and issuance of the
Debentures and the Shares and such other documents and instruments as we have
deemed necessary or appropriate for the expression of the opinions contained
herein. We also have examined the Registration Statement.
We have assumed the authenticity and completeness of all records,
certificates and other instruments submitted to us as originals, the conformity
to original documents of all records, certificates and other instruments
submitted to us as copies, the authenticity and completeness of the originals of
those records, certificates and other instruments submitted to us as copies and
the correctness of all statements of fact contained in all records, certificates
and other instruments that we have examined.
Based on the foregoing, and having regard for such legal considerations as
we deem relevant, we are of the opinion that the Debentures have been validly
issued and the Shares, when issued on conversion of Debentures in accordance
with the terms thereof, 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 laws of the State of New York, the General
Corporation Law of the State of Delaware (including the applicable provisions of
the Delaware Constitution and the reported judicial decisions interpreting those
laws) and the federal laws of the United States of America, to the extent
applicable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ FULBRIGHT & JAWORSKI L.L.P.
Fulbright & Jaworski L.L.P.
