<PAGE> 1
EXHIBIT 5.1
August 25, 2000
Nabors Industries, Inc.
515 West Greens Road
Suite 1200
Houston, Texas 77067
RE: NABORS INDUSTRIES, INC. REGISTRATION
STATEMENT ON FORM S-3 -- ZERO COUPON
CONVERTIBLE SENIOR DEBENTURES DUE 2020
Ladies and Gentlemen:
We have acted as counsel to Nabors Industries, Inc. (the
"Company") in connection with the Company's Registration Statement on Form S-3
(the "Registration Statement") filed with the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Act of 1933, as amended (the
"Act"). The Registration Statement relates to the proposed registration for the
resale by certain selling securityholders identified in the Registration
Statement of (i) $825,000,000 principal amount at maturity of Zero Coupon
Convertible Senior Debentures due 2020 (the "Debentures") which were issued
pursuant to the Indenture (the "Indenture"), dated as of June 20, 2000, as
amended, between the Company and Bank One, N.A., as Trustee thereunder, and (ii)
a presently indeterminate number of shares (the "Shares") of common stock, par
value $.10 per share (the "Stock"), of the Company issuable upon conversion or
repurchase of the Debentures.
As such counsel and in connection with the opinions expressed
below, we have examined a copy of (a) the Registration Statement, (b) the
Indenture, (c) a specimen of the Debentures and the Stock and (d) originals or
copies, certified or otherwise identified to our satisfaction, of such
documents, corporate records, certificates of public officials and other
instruments and matters of law as we have deemed necessary for the purposes of
rendering the opinions hereinafter expressed.
In our examinations, we have assumed the genuiness of all
signatures, the authentication of all documents submitted to us as originals and
the conformity with the originals of all documents submitted to us as copies.
<PAGE> 2
Nabors Industries, Inc.
August 25, 2000
Page 2
Based on such examination and review and subject to the
qualifications set forth herein, we are of the opinion that:
(a) The Debentures have been duly authorized by the
Company and have been duly executed, authenticated, issued and
delivered and constitute valid and legally binding obligations of the
Company entitled to the benefits provided in the Indenture.
(b) The Shares of the Stock initially issuable upon
conversion of the Debentures have been duly and validly authorized and
reserved for issuance and, when issued and delivered in accordance with
the provisions of the Debentures and the Indenture, will be duly and
validly issued, fully paid and non-assessable.
(c) The Shares of the Stock issuable upon repurchase
of the Debentures by the Company have been duly and validly authorized
and when issued and delivered upon repurchase of the Debentures in
accordance with the provisions of the Debentures and the Indenture,
will be duly and validly issued, fully paid and non-assessable.
Our opinions expressed above are subject to the qualifications
that we express opinions as to the applicability of, compliance with, or effect
of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer,
fraudulent conveyance, moratorium or other similar law affecting the enforcement
of creditors' rights generally, (ii) general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law), and
(iii) public policy considerations which may limit the rights of parties to
obtain certain remedies.
We are members of the Bar of the State of New York and the
foregoing opinion is limited to the laws of the State of New York, the federal
laws of the United States of America and the General Corporation Law of the
State of Delaware.
We hereby consent to the filing of this opinion letter as an
exhibit to the Registration Statement. We also consent to the reference to our
name under the caption "Legal Matters" in the prospectus contained in 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.
Very truly yours,
/s/ Winston & Strawn
