EXHIBIT 5
COMPANY LETTERHEAD
September 11, 2000
Halliburton Company
3600 Lincoln Plaza
500 North Akard Street
Dallas, Texas 75201-3391
Ladies and Gentlemen:
This opinion of counsel is given in connection with the preparation of
the Registration Statement on Form S-8 (the "Registration Statement") to be
filed by Halliburton Company (the "Company") with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended. The Registration
Statement incorporates by reference the contents of the Company's earlier
registration statements on Form S-8 (Securities and Exchange Commission File
Nos. 33-54881 and 333-40717). The Registration Statement relates to the
offering, sale and delivery of an aggregate of up to 18,000,000 shares of the
Company's common stock, par value $2.50 per share (the "Common Stock") and
accompanying Preferred Stock Purchase Rights, pursuant to the Halliburton
Company 1993 Stock and Long-Term Incentive Plan (the "Plan").
Before rendering this opinion, I have examined such certificates,
instruments and documents, including the Plan and copies of the relevant
resolutions passed by the board of directors and stockholders of the Company.
The Plan provides that the shares of Common Stock to be issued thereunder may be
authorized but unissued Common Stock or Common Stock previously issued,
reacquired and held in treasury by the Company.
Based upon the foregoing examination and review, I am of the opinion
that the shares of Common Stock to be issued pursuant to various awards under
the Plan have been duly authorized and when the shares of Common Stock are
issued and paid for in accordance with the terms of the Plan and any stock
option, restricted stock or other agreement pursuant to which such shares may be
issued under the Plan, such shares of Common Stock will be validly issued, fully
paid and nonassessable and any related Preferred Stock Purchase Rights shall be
validly issued.
This opinion is rendered as of the effective date of the Registration
Statement. I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Bruce A. Metzinger
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Bruce A. Metzinger
Senior Counsel and
Assistant Secretary
