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EXHIBIT 5.1
[LETTERHEAD OF BAKER BOTTS L.L.P.]
June 29, 2000
020475.0135
Pride International, Inc.
5847 San Felipe
Suite 3300
Houston, Texas 77057
Gentlemen:
As set forth in the Registration Statement on Form S-3 (Registration
No. 333-40014) filed with the Securities and Exchange Commission (the
"Commission") on June 23, 2000 (the "Registration Statement") by Pride
International, Inc., a Louisiana corporation (the "Company"), under the
Securities Act of 1933, as amended (the "Act"), relating to (i) unsecured debt
securities of the Company ("Debt Securities"), (ii) shares of common stock, no
par value, of the Company, together with the associated preferred share purchase
rights, (iii) shares of preferred stock, no par value, of the Company, and (iv)
warrants to purchase other securities ("Warrants" and, together with the Debt
Securities, the "Securities") to be issued and sold by the Company from time to
time pursuant to Rule 415 under the Act for an aggregate initial offering price
not to exceed $500,000,000, certain legal matters in connection with the
Securities are being passed upon for you by us.
In our capacity as your counsel in the connection referred to above,
we have examined (i) the Amended and Restated Articles of Incorporation and By-
Laws of the Company, each as amended to date (together, the "Charter
Documents"); (ii) the Indenture dated as of May 1, 1997 (the "Senior Indenture")
between the Company and The Chase Manhattan Bank, as trustee, pursuant to which
senior Debt Securities may be issued, (iii) the Indenture dated as of April 1,
1998 (together with the Senior Indenture, the "Indentures") between the Company
and HSBC Bank USA (formerly Marine Midland Bank), as trustee, pursuant to which
subordinated Debt Securities may be issued; and (iv) 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 hereafter
expressed.
In connection with this opinion, we have assumed that (i) the
Registration Statement, and any amendments thereto (including post-effective
amendments), will have become effective under the Act; (ii) a prospectus
supplement will have been prepared and filed with the Commission describing the
Securities offered thereby; (iii) all Securities will be issued and sold in
compliance with applicable federal and state securities laws and in the manner
stated in the Registration Statement and the applicable prospectus supplement;
(iv) a definitive purchase, underwriting or similar agreement with respect to
any Securities offered will have been duly authorized and validly executed and
delivered by the Company and the other parties thereto; and (v) any securities
issuable
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Pride Internation, Inc. 2 June 29, 2000
upon conversion, exchange, redemption or exercise of any Securities
being offered will be duly authorized, created and, if appropriate, reserved for
issuance upon such conversion, exchange, redemption or exercise.
On the basis of and subject to the foregoing, we are of the opinion
that:
1. With respect to Debt Securities, when (i) the Board of Directors
of the Company or, to the extent permitted by Louisiana law and the Charter
Documents, a duly constituted and acting committee thereof (such Board of
Directors or committee being hereinafter referred to as the "Board") has
taken all necessary corporate action to approve and establish the terms of
such Debt Securities, to approve the issuance thereof and the terms of the
offering thereof and related matters, and (ii) such Debt Securities have
been duly executed, authenticated, issued and delivered in accordance with
both the provisions of the applicable Indenture and either (a) the
provisions of the applicable definitive purchase, underwriting or similar
agreement approved by the Board upon payment of the consideration therefor
provided for therein or (b) upon conversion, exchange, redemption or
exercise of any other security, in accordance with the terms of such
security or the instrument governing such security providing for such
conversion, exchange, redemption or exercise as approved by the Board, for
the consideration approved by the Board, such Debt Securities will
constitute legal, valid and binding obligations of the Company, enforceable
against the Company, except as the enforceability thereof is subject to the
effect of (i) bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance or other laws relating to or affecting creditors'
rights generally and (ii) general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at
law).
2. With respect to Warrants, when (i) the Board has taken all
necessary corporate action to approve the creation of and the issuance and
terms of the Warrants, the terms of the offering thereof and related
matters, (ii) the warrant agreement or agreements relating to the Warrants
have been duly authorized and validly executed and delivered by the Company
and the warrant agent appointed by the Company, and (iii) the Warrants or
certificates representing the Warrants have been duly executed,
countersigned, registered and delivered in accordance with the appropriate
warrant agreement or agreements and the applicable definitive purchase,
underwriting or similar agreement approved by the Board upon payment of the
consideration therefor provided for therein, the Warrants will be duly
authorized and validly issued.
This opinion is limited in all respects to the general contract law of
the State of New York and the federal securities laws, each as in effect on the
date hereof.
We hereby consent to the reference to our Firm under the caption
"Legal Matters" in the prospectus included in the Registration Statement and to
the filing of this opinion with the
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Pride International, Inc. 1 June 29, 2000
Commission as an exhibit to the Registration Statement. In giving such consent,
we do not admit that we are 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,
BAKER BOTTS L.L.P.
LPT/TRF
