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EXHIBIT 5
[BAKER BOTTS L.L.P. LETTERHEAD]
004598.0168 September 15, 2000
Global Marine Inc.
777 N. Eldridge Parkway
Houston, Texas 77079
Gentlemen:
As set forth in the Registration Statement on Form S-3 (the
"Registration Statement") to be filed by Global Marine Inc., a Delaware
corporation (the "Company"), with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), relating
to the proposed sale from time to time by the selling securityholders identified
in the Registration Statement of (i) up to $600,000,000 aggregate principal
amount at maturity of the Company's Zero Coupon Convertible Debentures Due June
23, 2020 (the "Debentures") and (ii) up to 7,330,920 shares (the "Shares" and,
together with the Debentures, the "Securities") of the common stock, par value
$0.10 per share, of the Company that are initially issuable upon conversion of
the Debentures, certain legal matters in connection with the Securities are
being passed upon for the Company by us. At your request, this opinion is being
furnished to you for filing as Exhibit 5 to the Registration Statement.
In our capacity as your counsel in the connection referred to above,
we have examined (i) the Company's Restated Certificate of Incorporation and
Bylaws, each as amended to date, (ii) the Indenture dated as of September 1,
1997 between the Company and Wilmington Trust Company, as trustee (the
"Trustee"), as amended by the First Supplemental Indenture dated as of June 23,
2000 between the Company and the Trustee (such Indenture, as supplemented by the
First Supplemental Indenture, the "Indenture"), and (iii) the originals, or
copies certified or otherwise identified, of corporate records of the Company,
certificates of public officials and of representatives of the Company, statutes
and other instruments and documents 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.
On the basis of the foregoing, we are of the opinion that:
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Global Marine Inc. -2- September 15, 2000
1. The Debentures constitute legal, valid and binding obligations of
the Company, enforceable against the Company, except as the enforceability
thereof is subject to the effect of (i) bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or other laws relating to or affecting
creditors' rights generally and (ii) general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law).
2. With respect to the Shares, when certificates representing the
Shares have been duly executed, countersigned, registered and delivered upon
conversion of the Debentures in accordance with the terms of the Debentures and
the Indenture, the Shares will be duly authorized, validly issued, fully paid
and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under "Legal Matters" in the
prospectus forming a part of the Registration Statement. In giving this
consent, we do not hereby admit that we are in the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations of
the Commission thereunder.
Very truly yours,
/s/ BAKER BOTTS L.L.P.
JDK/RKH
