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EXHIBIT 5.1
[Weatherford International, Inc. Letterhead]
October 20, 2000
Weatherford International, Inc.
515 Post Oak Boulevard, Suite 600
Houston, Texas 77027
Ladies and Gentlemen:
I am the Vice President-Legal and Associate General Counsel of Weatherford
International, Inc., a Delaware corporation (the "Company"), and have acted as
counsel to the Company in connection with the registration under the Securities
Act of 1933 (the "Act") of an aggregate of 3,295,880 shares (the "Shares") of
the Company's common stock, $1.00 par value (the "Common Stock"), to be offered
upon the terms and subject to the conditions set forth in the Weatherford
International, Inc. 1998 Employee Stock Option Plan, as amended (the "Plan").
In connection therewith, I have examined originals or copies, certified or
otherwise identified to my satisfaction, of the Amended and Restated Certificate
of Incorporation, as amended, of the Company, the Amended and Restated By-laws,
as amended, of the Company, 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. I also have examined the Company'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 foregoing opinion is limited to the federal laws of the United States
of America and the General Corporation Law of the State of Delaware, and I am
expressing no opinion as to the effect of the laws of any other jurisdiction.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name under the caption "Item 5.
Interests of Named Experts and Counsel" in the Registration Statement.
Sincerely,
Burt M. Martin
