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[BAKER BOTTS L.L.P. LETTERHEAD]
EXHIBIT 5.1
August 23, 2000
Oceaneering International, Inc.
11911 FM 529
Houston, Texas 77041
Gentlemen:
Oceaneering International, Inc., a Delaware corporation, has engaged us
to render our opinion as to the legality of the following securities (the
"Securities") it may offer, issue and sell from time to time at an aggregate
initial offering price that will not exceed the amount the registration
statement we describe below specifies:
o its unsecured senior and subordinated debt securities;
o shares of its preferred stock, par value $1.00 per share;
o shares of its common stock, par value $.25 per share, and the
associated rights to purchase shares of its preferred stock; and
o warrants to purchase the other Securities.
Concurrently with our delivery of this letter, Oceaneering is filing
with the Securities and Exchange Commission under the Securities Act of 1933
(the "1933 Act") a registration statement on Form S-3 which relates to its
offering and sale of the Securities under the 1933 Act's Rule 415. In this
letter, "Registration Statement" means that registration statement when it
becomes effective under the 1933 Act, and "Prospectus" means the prospectus the
Registration Statement includes.
For purposes of the opinions we express below, we have examined, among
other agreements, instruments and documents, the following:
o the Registration Statement and its exhibits, including:
o Exhibit 4.5 (the "Senior Debt Indenture Form"); and
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o Exhibit 4.6 (the "Subordinated Debt Indenture Form"); and
o Oceaneering's restated certificate of incorporation and amended and
restated bylaws as in effect on the date of this letter (the
"Charter Documents").
We base the opinions we express below in part on the following
assumptions we have made:
o the Registration Statement and each post-effective amendment
thereto, if any, will have become effective under the 1933 Act;
o for each type or series of Securities Oceaneering offers by means
of the Prospectus, Oceaneering will have prepared and filed with
the SEC under the 1933 Act a prospectus supplement, including any
pricing amendment thereto, which describes that type or series and,
if Securities of another type or series are issuable on the
conversion, exchange, redemption or exercise of the Securities
Oceaneering is so offering, which also described that other type or
series;
o Oceaneering will have offered, issued and sold the Securities in
the manner the Registration Statement and the relevant prospectus
supplements describe and otherwise in compliance with all
applicable federal and state securities laws;
o in the case of Securities of any type which Oceaneering issues and
sells, the board of directors of Oceaneering or any committee of
one or more members of that board which that board has designated
in accordance with the Charter Documents and applicable Delaware
law (that board or any such committee being the "Board") will have
taken all corporate action necessary to:
o authorize the issuance of those Securities and the other
Securities, if any, issuable on the conversion, exchange,
redemption or exercise of those Securities; and
o approve the terms of the offering and sale of those Securities;
o in the case of any Securities issuable on the conversion, exchange,
redemption or exercise of other Securities, those Securities will
be available for issuance on that conversion, exchange, redemption
or exercise;
o in the case of debt securities of any series the Securities
include:
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o if those debt securities will not be subordinate to any other
indebtedness of Oceaneering, an indenture substantially in the form
of the Senior Debt Indenture Form will have been duly executed and
delivered by Oceaneering and the trustee under that indenture;
o if those debt securities will be subordinated to other indebtedness
of Oceaneering, an indenture substantially in the form of the
Subordinated Debt Indenture Form will have been duly executed and
delivered by Oceaneering and the trustee under that indenture;
o in accordance with the terms of the indenture under which those
debt securities will be issued, the Board will have designated and
established the terms of the series to which those debt securities
belong;
o the indenture under which those debt securities will be issued will
have become qualified under the Trust Indenture Act of 1939;
o forms of securities complying with the terms of the indenture under
which those debt securities will be issued and evidencing those
debt securities will have been duly executed, authenticated, issued
and delivered in accordance with the provisions of that indenture
and either:
o the provisions of the applicable purchase agreement under which
Oceaneering will sell those Securities; or
o if issued on conversion, exchange, redemption or exercise of
any other Securities, the applicable provisions of that
Security or the agreement or instrument under which that
conversion, exchange, redemption or exercise will be effected;
o in the case of shares of preferred stock of any series the
Securities include, the Board will have duly adopted resolutions
designating and establishing the terms of that series and caused a
certificate of designations respecting that series to be prepared
and filed with the Secretary of State of the State of Delaware;
o in the case of any warrants the Securities include, the Board will
have established the terms of those warrants, and the warrant
agreement under which those warrants will be issued will have been
duly executed and delivered by Oceaneering and the warrant agent
under that warrant agreement;
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o in the case of shares of common or preferred stock or warrants the
Securities include, certificates representing those shares or
warrants will have been duly executed, countersigned, registered
and delivered in accordance with the provisions of the Charter
Documents and either:
o the provisions of the applicable purchase agreement under which
Oceaneering will sell those Securities; or
o if issued on conversion, exchange, redemption or exercise of
any other Securities, the applicable provisions of that
Security or the agreement or instrument under which that
conversion, exchange, redemption or exercise will be effected;
o in the case of each share of common or preferred stock the
Securities include, the purchase price therefor payable to
Oceaneering, or, if those shares are issuable on the conversion,
exchange, redemption or exercise of another Security, the
consideration payable to Oceaneering for that conversion, exchange,
redemption or exercise will not be less than the par value of that
share; and
o Oceaneering and the initial purchasers of the Securities of any
type will have duly authorized, executed and delivered a definitive
purchase agreement relating to those Securities.
On the basis of and subject to the foregoing, we are of the opinion
that:
1. Oceaneering is a corporation duly incorporated and validly existing
in good standing under the laws of the State of Delaware.
2. The shares of common stock and preferred stock the Securities
include will, when issued, have been duly authorized and validly issued and
will be fully paid and nonassessable.
3. The debt securities and the warrants the Securities include will,
when issued, constitute legal, valid and binding obligations of
Oceaneering, entitled to the benefits of the applicable indenture (in the
case of the debt securities) or warrant agreement (in the case of the
warrants) under which they are issued and enforceable against Oceaneering
in accordance with their terms, except as that enforcement is subject to
(a) any applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer or conveyance or other laws relating to or affecting
creditors' rights generally, (b) general principles of equity (regardless
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Oceaneering International, Inc. -5- August 23, 2000
of whether that enforceability is considered in a proceeding in equity or
at law) and (c) any implied covenants of good faith and fair dealing.
We limit the opinions we express above in all respects to matters of
the laws of the State of New York, the General Corporation Law of the State of
Delaware and the federal securities laws of the United States of America, each
as in effect on the date hereof.
We hereby consent to the filing of this opinion of counsel as Exhibit
5.1 to the Registration Statement. We also consent to the reference to our Firm
under the heading "Legal Matters" in the Prospectus. In giving this consent, we
do not hereby admit we are in the category of persons whose written consent
Section 7 of the 1933 Act requires to be filed with the Registration Statement.
Very truly yours,
/s/ BAKER BOTTS LLP
