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EXHIBIT 5
[NABORS LETTERHEAD]
September 8, 2000
Nabors Industries, Inc.
515 West Greens Road
Suite 1200
Houston, Texas 77067
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
Nabors Industries, Inc., a Delaware corporation (the "Company"), is
filing with the Securities and Exchange Commission a registration statement on
Form S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Act"). The registration statement relates to the registration by
the Company of an aggregate of 934,481 shares of common stock, par value $.10
per share, of the Company (the "Shares"), issuable upon exercise of stock
options granted under the Nabors Industries, Inc. 1997 Executive Officers
Incentive Stock Plan and the Nabors Industries, Inc. 1998 Chairman's Executive
Stock Plan (collectively, the "Plans").
In this regard I have examined originals or copies authenticated to my
satisfaction the Company's Restated Certificate of Incorporation, as amended,
the Company's By-Laws, as amended, and the Company's records of corporate
proceedings. In addition, I have made such other examinations of law and fact as
I have considered necessary in order to form a basis for the opinions
hereinafter expressed. In such examination I have assumed the genuineness of all
signatures, the authenticity of all documents submitted to me as originals, the
conformity to original documents of all documents submitted to me as photostatic
or certified copies, and the authenticity of the originals of such copies.
Based upon the foregoing, I am of the opinion that the Shares to be
issued in accordance with the terms of the Plans have been duly and validly
authorized for issuance or sale, and, when issued and paid for as described in
the Plans, will be duly and validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
registration statement. In giving this consent, I do not admit that I come
within the category of persons whose consent is required by the Act or the rules
and regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Katherine P. Ellis
Katherine P. Ellis
Senior Counsel
