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EXHIBIT 5.1
GARDERE WYNNE SEWELL & RIGGS, L.L.P.
1000 LOUISIANA, SUITE 3400
HOUSTON, TEXAS 77002
June 30, 2000
Smith International, Inc.
16740 Hardy Street
P.O. Box 60068
Houston, Texas 77205
Re: Opinion as to Legality of Securities
Ladies and Gentlemen:
We have served as counsel for Smith International, Inc., a Delaware corporation
(the "Company"), in connection with the Registration Statement on Form S-3 (the
"Registration Statement") filed with the Securities and Exchange Commission (the
"Commission") for the registration of $250,000,000 in the aggregate initial
issue price of an indeterminate amount of shares of common stock, par value
$1.00 per share ("Common Stock") and debt securities and units consisting of
Common Stock and debt securities (collectively, the "Securities") by the
Company, under the Securities Act of 1933, as amended (the "Act").
In our capacity as your counsel in connection with such registration, we are
familiar with the proceedings taken and proposed to be taken by the Company in
connection with the authorization and issuance of the Securities (the "Enabling
Resolutions"), and for the purposes of this opinion, have assumed such
proceedings will be timely completed in the manner presently proposed. We have
also assumed for purposes of this opinion that each series of the debt
securities and the indenture between the Company and The Bank of New York, as
trustee, dated as of September 8, 1997 (the "Indenture") has been duly
authorized by all necessary corporate action by the Company. In addition, we
have made such legal and factual examinations and inquiries, including an
examination of originals or copies certified or otherwise identified to our
satisfaction of such documents, corporate records and instruments, as we have
deemed necessary or appropriate for purposes of this opinion.
In our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
to authentic original documents of all documents submitted to us as copies.
We are opining herein as to the effect on the subject transaction only of the
internal laws of the State of New York and the State of Texas, the General
Corporation Law of the State of Delaware and the Federal laws of the United
States, and we express no opinion with respect to the applicability thereto, or
the effect thereon, of the laws of any other jurisdiction or as to any matters
of municipal law or the laws of any other local agencies within the State of New
York, the State of Texas or the State of Delaware.
Capitalized terms used herein without definition have the meanings ascribed to
them in the Registration Statement.
Subject to the foregoing and the other matters set forth herein, it is our
opinion that:
(i) such of the Securities as are Common Stock, when duly
issued and delivered in accordance with the Enabling
Resolutions, will be duly authorized, validly issued, fully
paid and nonassessable outstanding shares of Common Stock of
the Company; and
(ii) such of the Securities as are evidences of indebtedness
of the Company, when the terms of such Securities and of
their issuance and sale have been duly established in
conformity with the Indenture and when duly authenticated,
issued and delivered in accordance with the Enabling
Resolutions, will constitute legal, valid and binding
obligations of the Company.
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The opinion rendered in the preceding paragraph relating to the enforceability
of the evidences of indebtedness is subject to the following exceptions,
limitations and qualifications: (i) the effect of bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfers or other similar laws now or
hereafter in effect relating to or affecting the rights and remedies of
creditors; (ii) the effect of general principles of equity, whether enforcement
is considered in a proceeding in equity or law, and the discretion of the court
before which any proceeding therefor may be brought; and (iii) the
unenforceability under certain circumstances under law or court decisions of
provisions providing for the indemnification of or contribution to a party with
respect to a liability where such indemnification or contribution is contrary to
public policy.
To the extent that the obligations of the Company under the Indenture may be
dependent upon such matters, we assume for purposes of this opinion that the
trustee is duly organized, validly existing and in good standing under the laws
of its jurisdiction of organization; that the trustee is duly qualified to
engage in the activities contemplated by the Indenture; that the Indenture has
been duly authorized, executed and delivered by the trustee and constitutes the
legal, valid and binding obligation of the trustee, enforceable against the
trustee in accordance with its terms; that the trustee is in compliance,
generally and with respect to acting as a trustee under the Indenture, with all
applicable laws and regulations; and that the trustee has the requisite
organizational and legal power and authority to perform its obligations under
the Indenture.
The foregoing opinions are subject to the following additional conditions: (a)
the due authorization, execution and delivery by the Company and by each
counterparty thereto, of any necessary supplemental indenture or additional
corporate proceedings relating to such of the Securities as are evidences of
indebtedness that are offered and sold; and (b) with respect to such of the
Securities as are Common Stock, the due authorization for issuance of such
number of shares of Common Stock that are offered and sold.
We consent to your filing this opinion as an exhibit to the Registration
Statement and to the reference to our firm contained under the heading "Legal
Matters." Our consent, however, is not an admission that we come within the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission.
Very truly yours,
GARDERE WYNNE SEWELL & RIGGS, L.L.P.
By: /s/ ERIC A. BLUMROSEN, Partner
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