EXHIBIT 5.1

      [Letterhead of Andrews & Kurth Mayor, Day, Caldwell & Keeton L.L.P.]

                                February 20, 2002

Board of Directors
Weatherford International, Inc.
515 Post Oak Blvd., Suite 600
Houston, Texas 77027

Gentlemen:

         We have acted as counsel to Weatherford International, Inc., a Delaware
corporation (the "Company"), in connection with the preparation of a
registration statement on Form S-3 (the "Registration Statement"), filed with
the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Act of 1933, as amended (the "Act"). The Registration Statement
relates to the offering from time to time, as set forth in the Registration
Statement, the form of prospectus contained therein (the "Prospectus") and one
or more supplements to the Prospectus (each, a "Prospectus Supplement"), of,
among other securities, (i) common stock ("Common Stock"), (ii) preferred stock
("Preferred Stock"), (iii) senior and subordinated debt securities ("Debt
Securities"), (iv) warrants to purchase debt or equity securities or securities
of third parties or other rights, including rights to receive payment in cash or
securities based on the value, rate or price of one or more specified
commodities, currencies, securities or indices, or any combination of the
foregoing ("Warrants"), and (v) units consisting of one or more Warrants, Debt
Securities, shares of Preferred Stock, shares of Common Stock or any combination
of such securities ("Units"), of the Company, having an aggregate initial public
offering price not to exceed U.S. $750,000,000, on terms to be determined at the
time of the offering. The Debt Securities will be issued pursuant to (i) a
senior indenture (the "Senior Indenture"), or (ii) a subordinated indenture (the
"Subordinated Indenture" and, collectively with the Senior Indenture, the
"Indentures"), each to be entered into by the Company and a financial
institution to be named therein, as trustee (the "Trustee"), substantially in
the forms attached as Exhibits 4.19 and 4.20 to the Registration Statement, and
each as the same may hereafter be supplemented from time to time, among other
things at the time of and in connection with the issuance of the Debt
Securities. In addition, the Debt Securities, Preferred Stock, Warrants and
Units may be convertible into or exercisable for Common Stock of the Company.
The Common Stock, Preferred Stock, Debt Securities, Warrants and Units are
collectively referred to herein as the "Securities". All capitalized terms which
are not defined herein shall have the meanings assigned to them in the
Registration Statement.

         In arriving at the opinions expressed below, we have examined (i) the
Certificate of Incorporation and Bylaws of the Company, as amended to date, (ii)
the Registration Statement, (iii) the Prospectus, (iv) the form of Senior
Indenture and the form of Subordinated Indenture, and (v) the originals or
copies certified or otherwise identified to our satisfaction of such other
instruments and other certificates of public officials, officers and
representatives of the Company and such other persons, and we have made such
investigations of law, as we have deemed appropriate as a basis for the opinions
expressed below.



         In rendering the opinions expressed below, we have assumed and have not
verified (i) the genuineness of the signatures on all documents that we have
examined, (ii) the legal capacity of all natural persons, (iii) the authenticity
of all documents supplied to us as originals, (iv) the conformity to the
authentic originals of all documents supplied to us as certified or photostatic
or faxed copies, and (v) as to the forms of all documents in respect of which
forms were filed with the Commission as exhibits to the Registration Statement,
the conformity in all material respects of such documents to the forms thereof
that we have examined. In conducting our examination of documents executed by
parties other than the Company, we have assumed that such parties had the power,
corporate or other, to enter into and perform all obligations thereunder and
have also assumed the due authorization by all requisite action, corporate or
other, and the due execution and delivery by such parties of such documents and
that, to the extent such documents purport to constitute agreements, such
documents constitute valid and binding obligations of such parties.

         In rendering the opinions expressed below with respect to the
Securities, we have assumed that (i) the Certificate of Incorporation and
By-laws of the Company will not have been amended in any manner that would
affect any legal conclusion set forth herein, and any Certificate of Designation
in respect of Preferred Stock will be in conformity therewith and with
applicable law, (ii) the consideration paid for any shares of Common Stock or
Preferred Stock will comply with Section 153(a) or (b) of the Delaware General
Corporation Law (the "DGCL"), the third sentence of Section 152 of the DGCL, and
Section 3 of Article IX of the Delaware Constitution, or (in each case) any
successor provision; (iii) any Supplemental Indenture to either Indenture
pursuant to which any Debt Securities are issued will comply with such Indenture
as theretofore supplemented, and the form and terms of such Debt Securities will
comply with such Indenture as then supplemented (including by such Supplemental
Indenture); and (iv) the form and terms of such Debt Securities, when
established, the form and terms of any Warrants or Units, and the form and terms
of any and all Securities or other securities (or other obligations, rights,
currencies, commodities or other subject matter) comprising the same or subject
thereto (in the case of the Warrants and Units), the issuance, sale and delivery
thereof by the Company, and its incurrence and performance of its obligations
thereunder or in respect thereof (including, without limitation, its obligations
under any related Warrant agreement or Unit agreement) in accordance with the
terms thereof, will be in full compliance with, and will not violate, its
Certificate of Incorporation or by-laws, any applicable law, rule, regulation,
order, judgment, decree, award, or agreement binding upon the Company, or to
which the issuance, sale and delivery of such Securities, or the incurrence and
performance of such obligations, may be subject, or violate any applicable
public policy, or be subject to any defense in law or equity, and (without
limiting the generality of the foregoing) Section 5-501.6.b of the New York
General Obligations Law will apply in the case of all such Debt Securities. In
addition, we have assumed the receipt by each person to whom or for whose
benefit a Security is to be issued (collectively, the "Holders") of a
certificate for such Security or the receipt by the Depository Trust Company,
acting as agent, on behalf of all Holders of the class or series of Securities
of which such Security is one, of a global security then evidencing such
Securities, and the issuance and sale of and payment for the Securities so
acquired, in accordance with the applicable purchase, underwriting or similar
agreement approved by the Board of Directors of the Company (the "Board") and
the Registration Statement (including the Prospectus and the applicable
Prospectus Supplement). Moreover, we have assumed for all purposes of our
opinions herein set forth that at all times material thereto there will be a
single institution acting as Trustee for the holders of Debt Securities
outstanding under the Senior Indenture, or the Subordinated Indenture, as the
case may be, and that the chief executive office and the principal corporate
trust office (from which the trusts established by the Senior Indenture, or the
Subordinated Indenture, as the case may be, will be administered) of each such
institution will be located in the State of New York.


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         Based on and subject to the foregoing, and subject also to the
limitations and other assumptions and qualifications set forth below, we are
of the opinion that:

         1. With respect to authorized but unissued Common Stock, assuming the
(a) taking of all necessary corporate action to approve the issuance of such
Common Stock, the terms of the offering thereof and related matters and (b) due
issuance and delivery of such Common Stock upon payment (or delivery) of the
consideration therefor in accordance with the applicable definitive purchase,
underwriting or similar agreement approved by the Board, such Common Stock will
be validly issued, fully paid and nonassessable.

         2. With respect to authorized but unissued Preferred Stock, assuming
the (a) taking by the Board of all necessary corporate action to authorize and
approve the issuance of a series of the Preferred Stock, the terms of the
offering thereof and related matters, (b) due filing with the Office of the
Secretary of State of Delaware of the applicable Certificate of Designation for
the particular series of Preferred Stock to be issued, and (c) due issuance and
delivery of such series of the Preferred Stock upon payment therefor in
accordance with the applicable definitive purchase, underwriting or similar
agreement approved by the Board, such series of the Preferred Stock will be
validly issued, fully paid and nonassessable.

         3. With respect to any series of Debt Securities to be issued under the
Senior Indenture, when (a) the Senior Indenture, all then existing supplements
thereto and the applicable Supplemental Indenture thereto, if any, executed and
delivered at the time of and in connection with the issuance of such Debt
Securities, have been duly authorized and validly executed and delivered by the
Company and the Trustee, (b) the Senior Indenture, as then and theretofore
supplemented, has been duly qualified under the Trust Indenture Act of 1939, as
amended, (c) the Company has taken all necessary corporate action to approve the
issuance and terms of such series of Debt Securities, the terms of the offering
thereof and related matters and (d) the Debt Securities of such series have been
duly executed, authenticated, issued and delivered in accordance with the terms
of the Senior Indenture (as then supplemented) and the applicable definitive
purchase, underwriting or similar agreement approved by the Board, upon payment
(or delivery) of the consideration therefor provided for therein, such series of
Debt Securities will be validly issued and will constitute valid and legally
binding obligations of the Company.

         4. With respect to any series of Debt Securities to be issued under the
Subordinated Indenture, when (a) the Subordinated Indenture, all then existing
supplements thereto and the applicable Supplemental Indenture thereto, if any,
executed and delivered at the time of and in connection with the issuance of
such Debt Securities, have been duly authorized and validly executed and
delivered by the Company and the Trustee, (b) the Subordinated Indenture, as
then and theretofore supplemented, has been duly qualified under the Trust
Indenture Act of 1939, as amended, (c) the Company has taken all necessary
corporate action to approve the issuance and terms of such series of Debt
Securities, the terms of the offering thereof and related matters, and (d) the
Debt Securities of such series have been duly executed, authenticated, issued
and delivered in accordance with the terms of the Subordinated Indenture (as
then supplemented) and the applicable definitive purchase, underwriting or
similar agreement approved by the Board, upon payment (or delivery) of the
consideration therefor provided for therein, such series of Debt Securities will
be validly issued and will constitute valid and legally binding obligations of
the Company.

         5. With respect to the Warrants, assuming the (a) taking of all
necessary corporate action to authorize and approve the issuance and terms of
the Warrants, the terms of the offering

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thereof and related matters, and (b) due execution, issuance and delivery of the
Warrants upon payment of fair consideration or reasonably equivalent value
therefor as provided for in the applicable definitive purchase, underwriting or
similar agreement approved by the Board and otherwise in accordance with the
applicable Warrant agreement, such Warrants will constitute valid and legally
binding obligations of the Company.

         6. With respect to the Units, assuming the (a) taking of all necessary
corporate action to authorize and approve the issuance and terms of the Units,
the terms of the offering thereof and related matters, and (b) due execution,
issuance and delivery of the Units upon payment of fair consideration or
reasonably equivalent value therefor as provided for in the applicable
definitive purchase, underwriting or similar agreement approved by the Board,
such Units will be validly issued.

         The validity and enforceability of any of the obligations of the
Company in respect of the Debt Securities and the Warrants are subject to
applicable bankruptcy, insolvency (including, without limitation, all laws
relating to fraudulent transfer or conveyance), reorganization, moratorium and
other similar laws affecting creditors' rights generally and to general
principles of equity (regardless of whether considered in a proceeding in equity
or at law). In addition, we express no opinion as to any provision that (a)
relates to severability or separability or (b) purports to require all
amendments, supplements or waivers to be in writing.

         With respect to our opinions expressed above as they relate to Debt
Securities or other obligations of the Company denominated in a currency other
than U.S. dollars, we note that (i) a New York statute provides that a judgment
rendered by a court of the State of New York in respect of an obligation
denominated in any such other currency would be rendered in such other currency
and would be converted into Dollars at the rate of exchange prevailing on the
date of entry of the judgment, and (ii) a judgment rendered by a Federal court
sitting in the State of New York in respect of an obligation denominated in any
such other currency may be expressed in Dollars, but we express no opinion as to
the rate of exchange such Federal court would apply. Further to the foregoing,
we express no opinion as to Clause (B) of the proviso to the definition of
"Outstanding" in Section 101 of each Indenture, or as to Section 115 or 116 of
either Indenture.


         This opinion speaks as of its date and we undertake no, and hereby
disclaim any, duty to advise as to changes of fact or law coming to our
attention after the delivery hereof on such date. For the purposes of the
opinions expressed above, we have assumed that, at the time of the execution and
delivery of each Indenture, each Supplemental Indenture, each Certificate of
Designation in respect of Preferred Stock, each Warrant agreement to be used in
connection with an issuance of Warrants and any Unit agreement to be used in
connection with an issuance of Units, and at the time of the issuance and
delivery of each Security (a) the Company will be validly existing in good
standing under the law of the State of Delaware, it will have full power and
authority to execute, deliver and perform its obligations under such Indenture,
Supplemental Indenture, Certificate of Designation, Warrant agreement, Unit
agreement, or Security, as the case may be, and there shall have occurred no
change in applicable law (statutory or decisional), rule or regulation, or in
any other relevant fact or circumstance, that (in any such case) would adversely
affect our ability to render at such time an opinion containing the same legal
conclusions herein set forth and subject only to such (or fewer) assumptions,
limitations and qualifications as are contained herein, and (b) in the case of
the Securities, at the time of issuance, execution and delivery thereof or of
the instrument evidencing the same (i) the



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Registration Statement, and any amendments thereto (including post-effective
amendments), will have become effective, (ii) a Prospectus Supplement will have
been prepared and filed with the Commission describing the Securities offered
thereby, (iii) all Securities will have been issued and sold in compliance with
applicable United States federal and state securities laws and in the manner
stated in the Registration Statement and the applicable Prospectus Supplement,
and (iv) 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 and the other parties thereto.

         We express no opinion other than as to the laws of the State of New
York, the DGCL, and to the extent relevant, the federal laws of the United
States of America. We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to this firm under the
heading "Legal Matters" in the Prospectus. In giving this consent we do not
admit that we are "experts" under the Act, or the rules and regulations of the
Commission issued thereunder, with respect to any part of the Registration
Statement, including this exhibit. This opinion is rendered solely for your
benefit in connection with the above matter and may not be relied upon in any
manner by any other person or entity without our express written consent.

                                          Very truly yours,



                                          /s/ Andrews & Kurth
                                          Mayor, Day, Caldwell & Keeton
                                                     L.L.P.
1173/1580 (NY only) 2647/7744

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