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EXHIBIT 5.1
[LETTERHEAD OF LATHAM & WATKINS]
January 9, 2001
Hanover Compressor Company
12001 North Houston Rosslyn
Houston, Texas 77086
Re: Registration Statement on Form S-8--APSI
Ladies and Gentlemen:
In connection with the preparation and filing by Hanover Compressor
Company, a Delaware Corporation (the "Company") with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act"), of a Registration Statement on Form S-8 (the "Registration Statement")
relating to the issuance by the Company of 127,813 shares of the Company's
Common Stock, par value $.001 per share (the "Shares"), pursuant to the Amended
1998 Stock Option Plan of Applied Process Solutions Incorporated (the "APSI
Plan"), you have requested our opinion with respect to the matters set forth
below.
In our capacity as your counsel in connection with such registration,
we are familiar with the proceedings taken by the Company and its predecessor
and proposed to be taken by the Company in connection with the authorization,
issuance and sale of the Shares, and for the purposes of this opinion, have
assumed such proceedings will be timely completed in the manner presently
proposed. In addition, we have made such legal and factual examinations and
inquires, 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.
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Hanover Compressor Company
January 9, 2001
Page 2
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 of 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 agency within the state.
Subject to the foregoing, it is our opinion that the Shares have been
duly authorized and that, when issued and sold upon exercise of the options for
such Shares and payment of the exercise price therefor as contemplated by the
Plans, as the case may be, will be validly issued, fully paid and nonassessable.
We consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ LATHAM & WATKINS
