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Exhibit 5.1
[LETTERHEAD OF LATHAM & WATKINS]
December 7, 2000
Hanover Compressor Company
12001 N. Houston Rosslyn
Houston, Texas 77086
Re: Hanover Compressor Company
Registration Statement on Form S-3
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Ladies and Gentlemen:
This opinion is rendered in connection with the filing by Hanover
Compressor Company, a Delaware corporation (the "Company"), of its Registration
Statement on Form S-3 (the "Registration Statement") with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"), with respect to the offer and sale by the selling
stockholders named in the Registration Statement (the "Offering") of up to
2,303,294 shares of the Company's common stock, par value $.001 per share (the
"Shares"). We have acted as special counsel to the Company in connection with
the preparation of the Registration Statement.
In our capacity as such counsel, we are generally familiar with the
proceedings taken by the Company in connection with the authorization and
issuance of the Shares. In addition, 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 all 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 legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies.
We are opining herein as to the effect on the subject transaction only
of the General Corporation Law of the State of Delaware, and we express no
opinion with respect to the applicability thereto, or the effect thereon, of the
laws of any other jurisdiction or any other Delaware laws, or as to any matters
of municipal law or the laws of any local agencies within any state.
Subject to the foregoing and the other qualifications set forth
herein, it is our opinion that, as of the date hereof, the Shares have been duly
authorized and validly issued and are fully paid and nonassessable.
You are hereby advised that an individual who is of counsel to our
firm serves as an officer of the Company and certain subsidiaries of the
Company. In addition, certain partners of our firm are direct owners of equity
securities of the Company.
We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the heading "Legal
Matters" in the Registration Statement.
Very truly yours,
/s/ LATHAM & WATKINS
