<PAGE> 1
As filed with the Securities and Exchange Commission on September 3, 1998
Registration No. 333-____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------
UTI ENERGY CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 23-2037823
(State or other jurisdiction of incorporation or (I.R.S Employer
organization) Identification No.)
16800 GREENSPOINT PARK
SUITE 225N
HOUSTON, TEXAS 77060
(Address of Principal Executive Offices) (Zip Code)
UTI ENERGY CORP. AMENDED AND RESTATED
1997 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
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VAUGHN E. DRUM
UTI ENERGY CORP.
16800 GREENSPOINT PARK
SUITE 225N
HOUSTON, TEXAS 77060
(Name and address of agent for service)
(281) 873-4111
(Telephone number, including area code, of agent for service)
With Copy to:
CURTIS W. HUFF
FULBRIGHT & JAWORSKI L.L.P.
1301 MCKINNEY, SUITE 5100
HOUSTON, TEXAS 77010-3095
(713) 651-5151
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
BE REGISTERED REGISTERED SHARE (1) PRICE (1) REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.001 par value 600,000 shares(2) $7.00 $4,200,000 $1,239
===============================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933 and based upon the
average of the high and low sales prices of a share of Common Stock as
reported by the American Stock Exchange, Inc. on September 2, 1998.
(2) Also includes an indeterminable number of shares of Common Stock issuable
as a result of the anti-dilution provisions of such plans.
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference in
this Registration Statement:
1. The Annual Report on Form 10-K of UTI Energy Corp., a Delaware
corporation (the "Registrant"), for the year ended December 31, 1997;
2. The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1998 and June 30, 1998;
3. The Registrant's Current Report on Form 8-K dated April 9, 1998,
as amended; and
4. The description of the Registrant's common stock, $.001 par
value, contained in a registration statement on Form 8-A (filed on November 8,
1993), including any amendment or report filed for the purpose of updating such
description.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the
date of the filing hereof and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters in connection with the securities offered
hereby are being passed upon for the Registrant by Fulbright & Jaworski L.L.P.
("Fulbright"), Houston, Texas. Curtis W. Huff, a director of the Company, serves
as of-counsel to Fulbright.
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<PAGE> 3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Delaware law, a corporation may include provisions in its
certificate of incorporation that will relieve its directors of monetary
liability for breaches of their fiduciary duty to the corporation, except under
certain circumstances, including a breach of the director's duty of loyalty,
acts or omissions of the director not in good faith or which involve intentional
misconduct or a knowing violation of law, the approval of an improper payment of
a dividend or an improper purchase by the corporation of stock or any
transaction from which the director derived an improper personal benefit. The
Registrant's Certificate of Incorporation provides that the Registrant's
directors are not liable to the Registrant or its stockholders for monetary
damages for breach of their fiduciary duty, subject to the described exceptions
specified by Delaware law.
Section 145 of the Delaware General Corporation Law grants to the
Registrant the power to indemnify each officer and director of the Registrant
against liabilities and expenses incurred by reason of the fact that he is or
was an officer or director of the Registrant if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Registrant and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The By-laws of the
Registrant provide for indemnification of each officer and director of the
Registrant to the fullest extent permitted by Delaware law.
Section 145 of the Delaware General Corporation Law also empowers
the Registrant to purchase and maintain insurance on behalf of any person who is
or was an officer or director of the Registrant against liability asserted
against or incurred by him in any such capacity, whether or not the Registrant
would have the power to indemnify such officer or director against such
liability under the provisions of Section 145. The Registrant maintains a
directors' and officers' liability policy for such purpose.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Amendment No. 1 to the
Registrant's Registration Statement on Form S-1 (Reg. No.
33-69726)).
4.2 Amendment to Restated Certificate of Incorporation
(incorporated by reference to Amendment No. 1 to the
Registrant's Registration Statement on Form S-1 (No.
33-69726)).
4.3 Amendment to Restated Certificate of Incorporation
(incorporated by reference to the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1994).
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<PAGE> 4
4.4 Amendment to Restated Certificate of Incorporation
(incorporated by reference to Amendment No. 1 to the
Registrant's Registration Statement on Form S-3 (No.
333-35109).
4.5 By-laws of the Registrant, as amended (incorporated by
reference to Exhibit 3.3 to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1993).
4.6 Form of Common Stock Certificate (incorporated by reference to
Amendment No. 1 to the Registrant's Registration Statement on
Form S-1 (Reg. No. 33-69726)).
4.7 Registration Rights Agreement with Bear Stearns & Co. Inc.
dated March 25, 1994, as assigned to Remy Capital Partners
III, L.P. (incorporated by reference to Exhibit 10.17 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1993).
4.8 Stock Option Agreement dated as of December 19, 1995, between
the Registrant and Remy Consultants Incorporated (incorporated
by reference to Exhibit 2 to the Registrant's Amendment No. 1
to Schedule 13D dated August 8, 1996).
4.9 Warrant Agreement, dated April 11, 1997, by and between UTI
Energy Corp. and Southland Drilling Company, Ltd.
(incorporated by reference to Exhibit 10.1 to the Registrant's
Current Report on Form 8-K dated April 11, 1997).
4.10 Amended and Restated Loan and Security Agreement dated June
19, 1998, by and among FWA Drilling Company, Inc.,
International Petroleum Service Company, Triad Drilling
Company, Universal Well Services, Inc., USC, Incorporated, UTI
Energy Corp., UTICO, Inc., Panther Drilling, Inc., J.S.M. &
Associates, Inc., Peterson Drilling Company and Mellon Bank,
N.A. (incorporated by reference to Exhibit 10.1 the
Registrant's Quarterly Report on Form 10-Q for the three
months ended June 30, 1998).
4.11 Note Purchase Agreement dated April 11, 1997, by and among FWA
Drilling Company, Inc., International Petroleum Service
Company, Triad Drilling Company, Universal Well Services,
Inc., USC, Incorporated, Panther Drilling, Inc., and
Canpartners Investments IV, LLC (incorporated by reference to
Schedule 13D relating to the Registrant filed on April 22,
1997 by Canpartners Investments IV, LLC, Canpartners
Incorporated, Mitchell R. Julis, Joshua S. Friedman and R.
Christian B. Evensen).
4.12 Note dated April 11, 1997, payable by FWA Drilling Company,
Inc., International Petroleum Service Company, Triad Drilling
Company, Universal Well Services, Inc., USC, Incorporated and
Panther Drilling, Inc. to Canpartners Investments IV, LLC
(incorporated by reference to Exhibit 10.5 to the Registrant's
Current Report on Form 8-K dated April 11, 1997).
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<PAGE> 5
4.13 Warrant Agreement dated April 11, 1997, by and between UTI
Energy Corp. and Canpartners Investments IV, LLC (incorporated
by reference to Exhibit 10.6 to the Registrant's Current
Report on Form 8-K dated April 11, 1997).
4.14 Warrant dated April 11, 1997, by and between UTI Energy Corp.
and Canpartners Investments IV, LLC (incorporated by reference
to Exhibit 10.7 to the Registrant's Current Report on Form 8-K
dated April 11, 1997).
4.15 Registration Rights Agreement dated April 11, 1997, by and
between UTI Energy Corp. and Canpartners Investments IV, LLC
(incorporated by reference to Exhibit 10.8 to the Registrant's
Current Report on Form 8-K dated April 11, 1997).
4.16 UTI Energy Corp. 1997 Long-Term Incentive Plan (incorporated
by reference to Exhibit 4.20 of the Registrants Annual Report
on Form 10-K for the year ended December 31, 1997.
4.17 Notes dated July 31, 1998, in the aggregate principal amount
of $7.79 million payable by UTI Energy Corp. to the former
shareholders of SUITS Enterprises, Inc. (incorporated by
reference to Exhibit 4.3 to the Registrant's Quarterly Report
on Form 10-Q for the three months ended June 30, 1998.
4.18 Warrants dated July 33, 1998, to purchase 75,000 shares of
Common Stock issued to the former shareholders of SUITS
Enterprises, Inc.(incorporated by reference to Exhibit 4.1 to
the Registrant's Quarterly Report on Form 10-Q for the three
months ended June 30, 1998.
4.19 Warrants dated July 31, 1998, to purchase 25,000 shares of
Common Stock, issues to the former shareholders of SUITS
Enterprises, Inc.(incorporated by reference to exhibit 4.2 to
the Registrant's Quarterly Report on Form 10-Q for the three
months ended June 30, 1998.
4.20 Agreement and Plan of Merger dated July 31, 1998, among the
Company, Suits Acquisition Corp., Suits Enterprises, Inc.
("Suits") and the shareholders of Suits (incorporated by
reference to exhibit 2.3 to the Registrant's Quarterly Report
on Form 10-Q for the three months ended June 30, 1998.
5.1 Opinion of Fulbright & Jaworski L.L.P.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Fulbright & Jaworski L.L.P. (included in Exhibit
5.1).
24.1 Powers of Attorney (included on Page II-8 of this Registration
Statement).
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<PAGE> 6
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar volume of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
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<PAGE> 7
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-6
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on September 2, 1998.
UTI ENERGY CORP.
By: /s/ Vaughn E. Drum
-------------------------------
Vaughn E. Drum
President, Chief Executive
Officer and Director
(Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Vaughn E. Drum and Mark S. Siegel, or
either of them, his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same and all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting said attorney-in-fact and agent, and either of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or either of them, or his
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Vaughn E. Drum President, Chief Executive Officer September 2, 1998
- ----------------------------- and Director
Vaughn E. Drum (Principal Executive Officer)
/s/ John E. Vollmer Vice President Chief Financial September 2, 1998
- ----------------------------- Officer and
John E. Vollmer Chief Accounting Officer
(Principal Financial and
Accounting Officer)
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ Mark S. Siegel Chairman of the Board and September 2, 1998
- ----------------------------- Director
Mark S. Siegel
/s/ Kenneth N. Berns Director September 2, 1998
- -----------------------------
Kenneth N. Berns
/s/ Terry H. Hunt Director September 2, 1998
- -----------------------------
Terry H. Hunt
/s/ Nadine C. Smith Director September 2, 1998
- -----------------------------
Nadine C. Smith
/s/ Robert B. Spears Director September 2, 1998
- -----------------------------
Robert B. Spears
/s/ Curtis W. Huff Director September 2, 1998
- -----------------------------
Curtis W. Huff
</TABLE>
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<PAGE> 10
EXHIBIT INDEX
<TABLE>
<S> <C>
4.1 Restated Certificate of Incorporation of the Registrant (incorporated by
reference to Amendment No. 1 to the Registrant's Registration Statement on
Form S-1 (Reg. No. 33-69726)).
4.2 Amendment to Restated Certificate of Incorporation (incorporated by
reference to Amendment No. 1 to the Registrant's Registration Statement on
Form S-1 (No. 33-69726)).
4.3 Amendment to Restated Certificate of Incorporation (incorporated by
reference to the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1994).
4.4 Amendment to Restated Certificate of Incorporation (incorporated by
reference to Amendment No. 1 to the Registrant's Registration Statement on
Form S-3 (No. 333-35109).
4.5 By-laws of the Registrant, as amended (incorporated by reference to
Exhibit 3.3 to the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1993).
4.6 Form of Common Stock Certificate (incorporated by reference to Amendment
No. 1 to the Registrant's Registration Statement on Form S-1 (Reg. No.
33-69726)).
4.7 Registration Rights Agreement with Bear Stearns & Co. Inc. dated March 25,
1994, as assigned to Remy Capital Partners III, L.P. (incorporated by
reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K for
the year ended December 31, 1993).
4.8 Stock Option Agreement dated as of December 19, 1995, between the
Registrant and Remy Consultants Incorporated (incorporated by reference to
Exhibit 2 to the Registrant's Amendment No. 1 to Schedule 13D dated August
8, 1996).
4.9 Warrant Agreement, dated April 11, 1997, by and between UTI Energy Corp.
and Southland Drilling Company, Ltd. (incorporated by reference to Exhibit
10.1 to the Registrant's Current Report on Form 8-K dated April 11, 1997).
4.10 Amended and Restated Loan and Security Agreement dated June 19, 1998, by
and among FWA Drilling Company, Inc., International Petroleum Service
Company, Triad Drilling Company, Universal Well Services, Inc., USC,
Incorporated, UTI Energy Corp., UTICO, Inc., Panther Drilling, Inc.,
J.S.M. & Associates, Inc., Peterson Drilling Company and Mellon Bank, N.A.
(incorporated by reference to Exhibit 10.1 the Registrant's Quarterly
Report on Form 10-Q for the three months ended June 30, 1998).
4.11 Note Purchase Agreement dated April 11, 1997, by and among FWA Drilling
Company, Inc., International Petroleum Service Company, Triad Drilling
Company, Universal Well Services, Inc., USC, Incorporated, Panther
Drilling, Inc., and Canpartners Investments IV, LLC (incorporated by
reference to Schedule 13D relating to the Registrant filed on April 22,
1997 by Canpartners Investments IV, LLC, Canpartners Incorporated,
Mitchell R. Julis, Joshua S. Friedman and R. Christian B. Evensen).
</TABLE>
<PAGE> 11
<TABLE>
<S> <C>
4.12 Note dated April 11, 1997, payable by FWA Drilling Company, Inc.,
International Petroleum Service Company, Triad Drilling Company, Universal
Well Services, Inc., USC, Incorporated and Panther Drilling, Inc. to
Canpartners Investments IV, LLC (incorporated by reference to Exhibit 10.5
to the Registrant's Current Report on Form 8-K dated April 11, 1997).
4.13 Warrant Agreement dated April 11, 1997, by and between UTI Energy Corp.
and Canpartners Investments IV, LLC (incorporated by reference to Exhibit
10.6 to the Registrant's Current Report on Form 8-K dated April 11, 1997).
4.14 Warrant dated April 11, 1997, by and between UTI Energy Corp. and
Canpartners Investments IV, LLC (incorporated by reference to Exhibit 10.7
to the Registrant's Current Report on Form 8-K dated April 11, 1997).
4.15 Registration Rights Agreement dated April 11, 1997, by and between UTI
Energy Corp. and Canpartners Investments IV, LLC (incorporated by
reference to Exhibit 10.8 to the Registrant's Current Report on Form 8-K
dated April 11, 1997).
4.16 UTI Energy Corp. Amended and Restated 1997 Long-Term Incentive Plan
(incorporated by reference to Exhibit 4.20 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1997.
4.17 Notes dated July 31, 1998, in the aggregate principal amount of $7.79
million payable by UTI Energy Corp. to the former shareholders of SUITS
Enterprises, Inc. (incorporated by reference to exhibit 4.3 to the
Registrant's Quarterly Report on Form 10-Q for the three months ended June
30, 1998.
4.18 Warrants dated July 33, 1998, to purchase 75,000 shares of Common Stock
issued to the former shareholders of SUITS Enterprises, Inc.(incorporated
by reference to exhibit 4.1 to the Registrant's Quarterly Report on Form
10-Q for the three months ended June 30, 1998.
4.19 Warrants dated July 31, 1998, to purchase 25,000 shares of Common Stock,
issues to the former shareholders of SUITS Enterprises, Inc.(incorporated
by reference to exhibit 4.2 to the Registrant's Quarterly Report on Form
10-Q for the three months ended June 30, 1998.
4.20 Agreement and Plan of Merger dated July 31, 1998, among the Company, Suits
Acquisition Corp., Suits Enterprises, Inc. ("Suits") and the shareholders
of Suits (incorporated by reference to exhibit 2.3 to the Registrant's
Quarterly Report on Form 10-Q for the three months ended June 30, 1998.
5.1 Opinion of Fulbright & Jaworski L.L.P.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1).
24.1 Powers of Attorney (included on Page II-8 of this Registration Statement).
</TABLE>
<PAGE> 1
EXHIBIT 5.1
[LETTERHEAD OF FULBRIGHT & JAWORSKI L.L.P.]
September 2, 1998
UTI Energy Corp.
16800 Greenspoint Park
Suite 225N
Houston, Texas 77060
Gentlemen:
We have acted as counsel for UTI Energy Corp., a Delaware corporation
(the "Company"), in connection with the registration under the Securities Act of
1933 of 600,000 shares of the Company's common stock, $.001 par value (the
"Shares"), to be offered upon the terms and subject to the conditions set forth
in the Company's Amended and Restated 1997 Long-Term Incentive Plan (the "1997
Plan").
In connection therewith, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the Restated
Certificate of Incorporation of the Company, as amended, the amended Bylaws of
the Company, the 1997 Plan, the records of relevant corporate proceedings with
respect to the offering of the Shares and such other documents and instruments
as we have deemed necessary or appropriate for the expression of the opinions
contained herein. We also have examined the Company's Registration Statement on
Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission with respect to the Shares.
We have assumed the authenticity and completeness of all records,
certificates and other instruments submitted to us as originals, the conformity
to original documents of all records, certificates and other instruments
submitted to us as copies, the authenticity and completeness of the originals of
those records, certificates and other instruments submitted to us as copies and
the correctness of all statements of fact contained in all records, certificates
and other instruments that we have examined.
Based on the foregoing, and having regard for such legal considerations
as we have deemed relevant, we are of the opinion that the Shares have been duly
and validly authorized for issuance and, when issued in accordance with the
terms of the 1997 Plan, will be duly and validly issued, fully paid and
nonassessable.
The opinions expressed herein relate solely to, are based solely upon
and are limited exclusively to the laws of the State of Delaware and the federal
laws of the United States of America, to the extent applicable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Item 5.
Interests of Named Experts and Counsel" in the Registration Statement.
Very truly yours,
/s/ Fulbright & Jaworski L.L.P.
Fulbright & Jaworski L.L.P.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the UTI Energy Corp. 1997 Long-Term Incentive
Plan of our reports (a) dated February 17, 1998, with respect to the
consolidated financial statements and schedule of UTI Energy Corp. included in
its Annual Report (Form 10-K) and (b) dated May 29, 1998, with respect to the
financial statements of Peterson Drilling Company included in UTI Energy Corp.'s
Current Report (Form 8-K/A), both for the year ended December 31, 1997, filed
with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Houston, Texas
August 28, 1998
