Exhibit 5.1
October 31, 2006
Baker Hughes Incorporated
2929 Allen Parkway, Suite 2100
Houston, Texas 77019
Gentlemen:
I am the General Counsel for Baker Hughes Incorporated, a Delaware corporation (the
“Company”), and have acted in such capacity in connection with the registration under the
Securities Act of 1933, as amended (the “Act”), of 5,000,000 shares of the Company’s common stock,
$1.00 par value (the “Common Stock”), to be offered upon the terms and subject to the conditions
set forth in the Registration Statement on Form S-8 (the “Registration Statement”) relating thereto
to be filed with the Securities and Exchange Commission on or about November 8, 2006.
In connection therewith, I have examined originals or copies certified or otherwise identified
to my satisfaction of the Restated Certificate of Incorporation of the Company as amended, the
By-laws of the Company, the corporate proceedings with respect to the offering of shares and such
other documents and instruments as I have deemed necessary or appropriate for the expression of the
opinions contained herein.
I have assumed the authenticity and completeness of all records, certificates and other
instruments submitted to me as originals, the conformity to original documents of all records,
certificates and other instruments submitted to me as copies, the authenticity and completeness of
the originals of those records, certificates and other instruments submitted to me as copies and
the correctness of all statements of fact contained in all records, certificates and other
instruments that I have examined.
Based on the foregoing, and having a regard for such legal considerations as I have deemed
relevant, I am of the opinion that:
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(i) |
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The Company has been duly incorporated and is validly existing in good
standing under the laws of the State of Delaware. |
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(ii) |
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The shares of Common Stock proposed to be sold by the Company have been
duly and validly authorized for issuance and, when issued and paid for in accordance
with the terms of the Registration Statement, and subject to the Registration
Statement becoming effective under the Act and to compliance with the applicable
Blue Sky laws, will be duly and validly issued, fully paid and nonassessable. |
I express no opinion as to the laws of any jurisdiction other than any published
constitutions, treaties, laws, rules or regulations or judicial or administrative decisions
(“Laws”) of (i) the federal laws of the United States, (ii) the General Corporation Law of the
State of Delaware and (iii) the Laws of the State of Texas.
The matters expressed in this letter are subject to and qualified and limited by (i)
applicable bankruptcy, insolvency,
fraudulent transfer and conveyance, reorganization, moratorium and similar laws affecting
creditors’ rights and remedies generally; (ii) general principles of equity, including principles
of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is
sought in a proceeding at law or in equity); (iii) commercial reasonableness and unconscionability
and an implied covenant of good faith and fair dealing; (iv) the power of the courts to award
damages in lieu of equitable remedies; and (v) securities Laws and public policy underlying such
Laws with respect to rights to indemnification and contribution.
I hereby consent to the filing of this opinion as an exhibit to the Registration Statement.
In giving this consent, I do not thereby admit that I am within the category of persons whose
consent is required under Section 7 of the Act and the rules and regulations thereunder.
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Very truly yours,
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/s/ Alan R. Crain, Jr.
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Alan R. Crain, Jr. |
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Vice President and General Counsel |
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