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EXHIBIT 5
July 21, 2000
Baker Hughes Incorporated
3900 Essex Lane, Suite 1200
Houston, Texas 77027
Gentlemen:
I am the Deputy General Counsel for Baker Hughes Incorporated, a Delaware
corporation (the "Company"), and have acted in such capacity in connection with
the registration under the Securities Act of 1933, as amended (the "Act"), of
3,500,000 shares (the "Shares") of the Company's common stock, $1.00 par value
(the "Common Stock"), issuable pursuant to the Baker Hughes Incorporated 1998
Employee Stock Option Plan (the "Plan") as set forth in the Registration
Statement on Form S-8 (the "Registration Statement") relating thereto to be
filed with the Securities and Exchange Commission (the "Commission") on July 21,
2000.
In connection therewith, I have examined originals or copies certified or
otherwise identified to my satisfaction of the Plan, the Restated Certificate of
Incorporation and the By-Laws of the Company, each as amended to date, the
corporate proceedings with respect to the Shares and the offering thereof,
certificates of public officials, statutes and such other documents and
instruments as I have deemed necessary or appropriate for the expression of the
opinions contained herein.
I have assumed the authenticity and completeness of all records,
certificates and other instruments submitted to me as originals, the conformity
to original documents of all records, certificates and other instruments
submitted to me as copies, the authenticity and completeness of the originals of
those records, certificates and other instruments submitted to me as copies and
the correctness of all statements of fact contained in all records, certificates
and other instruments that I have examined.
Based on the foregoing, and having a regard for such legal consideration as
I have deemed relevant, I am of the opinion that:
(i) The Company has been duly incorporated and is validly existing in
good standing under the laws of the State of Delaware.
(ii) When issued by the Company pursuant to the provisions of the Plan
following due authorization of the grant of a particular option
thereunder by the Board of Directors of the Company or a duly
constituted and acting committee thereof as provided in and in
accordance with the Plan, the Shares issuable pursuant to such
option will have been duly authorized by all necessary corporate
action on the part of the Company. Upon issuance and delivery of
such Shares from time to time upon exercise of such option
pursuant to the terms thereof for the consideration established
pursuant to the terms of the Plan and otherwise in accordance
with the terms and conditions of such option, such Shares will be
validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion with the Commission as
Exhibit 5 to the Registration Statement. In giving such consent, I do not admit
I am within the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Commission thereunder.
Very truly yours,
Daniel J. Churay
Deputy General Counsel
