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EXHIBIT 5
November 21, 2000
Oceaneering International, Inc.
11911 FM 529
Houston, Texas 77041
Ladies and Gentlemen:
As set forth in the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Oceaneering International, Inc., a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating to 900,000
shares (the "Shares") of common stock of the Company, par value $0.25 per share
(the "Common Stock"), that may be issued pursuant to the terms of the 2000
Non-Executive Incentive Plan of Oceaneering International, Inc. (the "Incentive
Plan"), I am passing upon certain legal matters in connection with the Shares
for the Company. At your request, this opinion is being furnished to you for
filing as Exhibit 5 to the Registration Statement.
In my capacity as the Company's General Counsel, I have
examined the Company's Certificate of Incorporation and Bylaws, each as amended
to date, and 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, I have
relied upon certificates of officers of the Company with respect to the
accuracy of the material factual matters contained in such certificates.
I have assumed that all signatures on all documents I
examined are genuine, that all documents submitted to me as originals are
accurate and complete, that all documents submitted to me as copies are true
and correct copies of the originals thereof and that all information submitted
to me was accurate and complete. In addition, I have assumed for purposes of
paragraph 2 below that the consideration received by the Company for the Shares
will be not less than the par value of the Shares.
On the basis of the foregoing, and subject to the
assumptions, limitations and qualifications hereinafter set forth, I am of the
opinion that:
1. The Company is a corporation duly organized and validly
existing in good standing under the laws of the State of Delaware.
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2. Upon the issuance and sale of shares of Common Stock
pursuant to the provisions of the Incentive Plan for consideration
fixed by the Committee, such shares of Common Stock will be duly
authorized by all necessary corporate action on the part of the
Company, validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
/s/ George R. Haubenreich, Jr.
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George R. Haubenreich, Jr.
General Counsel
