EX-5.1 4 dex51.htm OPINION OF BAKER BOTTS L.L.P. Opinion of Baker Botts L.L.P.

Exhibit 5.1

 

 

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   ONE SHELL PLAZA
910 LOUISIANA
HOUSTON, TEXAS
77002-4995
713.229.1234
FAX 713.229.1522
   AUSTIN
BAKU
DALLAS
HOUSTON
LONDON
MOSCOW
NEW YORK
RIYADH
WASHINGTON

 

October 13, 2005

 

Dril-Quip, Inc.

13550 Hempstead Highway

Houston, Texas 77040

 

Ladies and Gentlemen:

 

As set forth in the Registration Statement on Form S-3 (the “Registration Statement”) to be filed by Dril-Quip, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to securities to be sold from time to time pursuant to Rule 415 under the Act by the Company and the selling stockholders identified in the Registration Statement (the “Selling Stockholders”), certain legal matters in connection with such securities are being passed upon for you by us. Such securities include (i) unsecured senior debt securities of the Company (the “Senior Debt Securities”), (ii) unsecured subordinated debt securities of the Company (the “Subordinated Debt Securities” and, together with the Senior Debt Securities, the “Debt Securities”), (iii) shares of preferred stock, par value $0.01 per share, of the Company (the “Preferred Stock”), (iv) shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”) and (v) warrants to purchase Debt Securities, Common Stock, Preferred Stock and/or other securities (the “Warrants”). The Debt Securities, the Preferred Stock, the Common Stock and the Warrants are collectively referred to herein as the “Securities.” The aggregate initial offering price of the Securities to be issued and sold by the Company pursuant to the Registration Statement is not to exceed $100,000,000, and the total offering price of the shares of Common Stock that may be sold by the Selling Stockholders pursuant to the Registration statement is not to exceed $100,000,000. At your request, this opinion is being furnished to you for filing as Exhibit 5.1 to the Registration Statement.

 

Each series of Debt Securities will be issued:

 

(i) in the case of the Senior Debt Securities, pursuant to an indenture to be entered into between the Company and the trustee (the “Senior Indenture”); and

 

(ii) in the case of the Subordinated Debt Securities, pursuant to an indenture to be entered into between the Company and the trustee (the “Subordinated Indenture” and, together with the Senior Indenture, the “Indentures”).

 

Each Indenture will be supplemented, in connection with the issuance of each such series, by a supplemental indenture, officers’ certificate or other writing thereunder establishing the form and terms of such series.


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Dril-Quip, Inc.    October 13, 2005

 

In our capacity as your counsel in the connection referred to above, we have examined originals, or copies certified or otherwise identified, of (i) the Restated Certificate of Incorporation and the Bylaws of the Company, each as amended to date (together, the “Charter Documents”), (ii) the form of Senior Indenture and the form of Subordinated Indenture (each as filed as an exhibit to the Registration Statement) and (iii) corporate records of the Company, certificates of public officials and of representatives of the Company, including minute books of the Company as furnished to us by the Company, statutes and other instruments and documents as a basis for the opinions hereinafter expressed. In giving such opinions, we have relied upon certificates of officers of the Company and of public officials with respect to the accuracy of the material factual matters contained in such certificates. In giving the opinions below, we have assumed that the signatures on all documents examined by us are genuine, that all documents submitted to us as originals are accurate and complete, that all documents submitted to us as copies are true and correct copies of the originals thereof and that all information submitted to us was accurate and complete. In connection with this opinion, we have also assumed that:

 

(i) the Registration Statement and any amendments thereto (including post-effective amendments) will have become effective under the Act;

 

(ii) a prospectus supplement will have been prepared and filed with the Commission describing the Securities offered thereby;

 

(iii) all Securities will be offered, issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement and the applicable prospectus supplement;

 

(iv) the Board of Directors of the Company or a duly constituted and acting committee thereof (such Board of Directors or committee being hereinafter referred to as the “Board”) will have taken all necessary corporate action to authorize the issuance of the Securities and any other Securities issuable on the conversion, exchange, redemption or exercise thereof, and to authorize the terms of the offering and sale of such Securities and related matters;

 

(v) a definitive purchase, underwriting or similar agreement with respect to any Securities offered will have been duly authorized and validly executed and delivered by the Company, the Selling Stockholders, if applicable, and the other parties thereto (the “Purchase Agreement”);

 

(vi) any securities issuable upon conversion, exchange, redemption or exercise of any Securities being offered will be duly authorized, created and, if appropriate, reserved for issuance upon such conversion, exchange, redemption or exercise;

 

(vii) all Securities will be delivered in accordance with either (a) the provisions of the applicable Purchase Agreement upon payment of the consideration therefor provided for therein or (b) upon conversion, exchange, redemption or exercise of any

 

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Dril-Quip, Inc.

  October 13, 2005

 

other Security, in accordance with the terms of such Security or the instrument governing such Security providing for such conversion, exchange, redemption or exercise as approved by the Board, for the consideration approved by the Board;

 

(viii) in the case of shares of Common Stock or Preferred Stock, certificates representing such shares will have been duly executed, countersigned, registered and delivered, or if uncertificated, valid book-entry notations will have been made in the share register of the Company, in each case in accordance with the provisions of the Charter Documents; there will be sufficient shares of Common Stock or Preferred Stock authorized under the Charter Documents and not otherwise issued or reserved for issuance; and the purchase price therefor payable to the Company, or, if such shares are issuable on the conversion, exchange, redemption or exercise of another Security, the consideration payable to the Company for such conversion, exchange, redemption or exercise, will not be less than the par value of such shares;

 

(ix) in the case of shares of Preferred Stock of any series, the Board will have taken all necessary corporate action to designate and establish the terms of such series and will have caused a certificate of designations respecting such series to be prepared and filed with the Secretary of State of the State of Delaware;

 

(x) in the case of Warrants, the Board will have taken all necessary corporate action to authorize the creation of and the terms of such Warrants and the issuance of the Securities to be issued pursuant thereto and to approve the warrant agreement relating thereto; such warrant agreement will have been duly executed and delivered by the Company and the warrant agent thereunder appointed by the Company; neither such Warrants nor such warrant agreement will include any provision that is unenforceable; and such Warrants or certificates representing such Warrants will have been duly executed, countersigned, registered and delivered in accordance with the provisions of such warrant agreement; and

 

(xi) in the case of Debt Securities of any series issuable under an Indenture:

 

(a) if such Debt Securities are Senior Debt Securities, an indenture substantially in the form of the Senior Indenture will have been duly executed and delivered by the Company and the trustee thereunder;

 

(b) if such Debt Securities are Subordinated Debt Securities, an indenture substantially in the form of the Subordinated Indenture will have been duly executed and delivered by the Company and the trustee thereunder;

 

(c) the Board will have taken all necessary corporate action to designate and establish the terms of such series of Debt Securities in accordance with the terms of the Indenture under which such Debt Securities will be issued, and such Debt Securities will not include any provision that is unenforceable;

 

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Dril-Quip, Inc.

  October 13, 2005

 

(d) the Indenture under which such Debt Securities will be issued will have become qualified under the Trust Indenture Act of 1939, as amended; and

 

(e) Debt Securities complying with the terms of the Indenture under which such Debt Securities will be issued will have been duly executed, authenticated, issued and delivered in accordance with the provisions of such Indenture.

 

On the basis of the foregoing, and subject to the assumptions, limitations and qualifications hereinafter set forth, we are of the opinion that:

 

1. The shares of Common Stock and Preferred Stock to be issued by the Company included in the Securities, when issued, will have been duly authorized and validly issued and will be fully paid and nonassessable. With respect to the shares of Common Stock to be sold by the Selling Stockholders, such shares of Common Stock are validly issued, fully paid and non-assessable.

 

2. The Debt Securities, when issued, will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforceability thereof is subject to (i) any applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or other laws relating to or affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

 

3. The Warrants included in the Securities, when issued, will have been duly authorized and validly issued.

 

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Dril-Quip, Inc.

  October 13, 2005

 

The opinions set forth above are limited in all respects to matters of the contract law of the State of New York, the General Corporation Law of the State of Delaware and applicable federal law. We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. We also consent to the reference to our Firm under the heading “Legal Opinions” in the prospectus forming a part of the Registration Statement. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

 

Very truly yours,

/s/ Baker Botts L.L.P.

 

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