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EXHIBIT 5.1
[LATHAM & WATKINS LETTERHEAD]
May 29, 2000
Tuboscope Inc.
2835 Holmes Road
Houston, Texas 77051
Re: Registration Statement on Form S-8
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Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933, as
amended, of an aggregate of 4,200,000 shares (the "Shares") of common stock, par
value $.01 per share, of Tuboscope Inc., a Delaware corporation (the "Company"),
issuable under The Amended and Restated 1996 Equity Participation Plan of Varco
International, Inc. (the "Plan") by the Company on a Registration Statement on
Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission you have requested our opinion with respect to the matters
set forth below.
We have made such legal and factual examinations and inquiries, including
an examination of originals or copies certified or otherwise identified to our
satisfaction of such documents, corporate records and instruments, as we have
deemed necessary or appropriate for purposes of this opinion. In our
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, and the conformity to authentic
original documents of all documents submitted to us as copies.
We are opining herein as to the effect on the subject transaction only of
the General Corporation Law of the State of Delaware, including statutory and
reported decisional law thereunder, and we express no opinion with respect to
the applicability thereto, or the effect thereon, of any other laws.
Subject to the foregoing and in reliance thereon, we are of the opinion
that, as of the date hereof, upon the issuance and sale of the Shares, each in
the manner contemplated by the Registration Statement and in accordance with the
terms of the Plan, and subject to the Company completing all action and
proceedings required on its part to be taken prior to the issuance of the Shares
pursuant to the terms of the Plan and the Registration Statement, including,
without limitation, collection of required payment for the Shares, the Shares
will be legally and validly issued, fully paid and nonassessable securities of
the Company.
This opinion is rendered only to you and is solely for your benefit in
connection with the transactions covered hereby. This opinion may not be relied
upon by you for any other purpose, or furnished to, quoted to or relied upon by
any other person, firm or corporation for any purpose, without our prior written
consent. We consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours
/s/ Latham & Watkins
LATHAM & WATKINS
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