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EXHIBIT 5.1
[B&H letterhead]
January 5, 2001
Patterson Energy, Inc.
4510 Lamesa Highway
P.O. Box 1416
Snyder, Texas 79550
Gentlemen:
We have acted as counsel for Patterson Energy, Inc. (the "Company"), in
connection with the registration under the Securities Act of 1933, as amended
(the "1933 Act") on Form S-3 of a total of 810,070 shares (the "Shares") of the
Company's Common Stock, $0.01 par value, to be sold by certain stockholders of
the Company. The Registration Statement on Form S-3 and exhibits thereto filed
with the Securities and Exchange Commission under the Act are referred to herein
as the "Registration Statement."
We have examined the Restated Certificate of Incorporation, as amended,
of the Company, the Bylaws of the Company, the Minutes of the Board of Directors
and stockholders of the Company, the applicable laws of the State of Delaware
and a copy of the Registration Statement.
Based on the foregoing and having regard for such legal considerations
as we deem relevant, we are of the opinion that the 810,070 Shares stated in the
Registration Statement as issued and outstanding have been validly issued and
are fully paid and nonassessable.
We hereby consent to the use of this opinion as part of the
Registration Statement.
Very truly yours,
BAKER & HOSTETLER LLP
