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                                                                       EXHIBIT 5



                       [Baker & Botts, L.L.P. Letterhead]



                                                                 August 25, 1998


Baker Hughes Incorporated
3900 Essex Lane
Houston, Texas 77027

Gentlemen:

                 As set forth in the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Baker Hughes Incorporated, 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 up to 6,437,100 shares (the "Shares") of common stock of the Company, par
value $1.00 per share (the "Common Stock"), to be issued pursuant to the Western
Atlas Inc. 1996 Employee Stock Purchase Plan (the "Plan"), we are passing upon
certain legal matters in connection with the Common Stock for the Company.
Pursuant to the Agreement and Plan of Merger dated as of May 10, 1998, as
amended by an Amendment thereto dated as of July 22, 1998, among the Company,
Baker Hughes Delaware I, Inc., a Delaware corporation and wholly owned
subsidiary of the Company, and Western Atlas Inc., a Delaware corporation,
including the schedules thereto (collectively, the "Merger Agreement"), the Plan
was equitably adjusted to permit purchases of Common Stock. At your request, we
are furnishing this opinion to you for filing as Exhibit 5 to the Registration
Statement.

                 In our capacity as your counsel in the connection referred to
above, we have examined the Merger Agreement, the Plan, the Restated Certificate
of Incorporation and Bylaws of the Company and the originals, or copies
certified or otherwise identified, of corporate records of the Company,
including minute books of the Company as furnished to us by the Company,
certificates of public officials and of representatives of 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.

                 Based on our examination as aforesaid, we are of the opinion
that:

                 1.       The Company is a corporation duly incorporated and
         validly existing in good standing under the laws of the State of
         Delaware.

                 2.       Upon the issuance by the Company of the Shares
         pursuant to the terms of the Plan and the Merger Agreement, such Shares
         will be duly authorized, validly issued, fully paid and nonassessable.

                 We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.

                               Very truly yours,

                               BAKER & BOTTS, L.L.P.
