EX-5.1 7 h90172ex5-1.txt OPINION OF BAKER BOTS LLP 1 EXHIBIT 5.1 [Letterhead of Baker Botts L.L.P.] September 14, 2001 McDermott International, Inc. 1450 Poydras Street New Orleans, Louisiana 70112-6050 Gentlemen: McDermott International, Inc., a Panamanian corporation ("McDermott"), has engaged us to render to it the opinions we express below in connection with its offering of the following securities (the "Securities") which McDermott may offer, issue and sell from time to time at an aggregate initial offering price that will not exceed $300,000,000: o its unsecured senior and subordinated debt securities; o shares of its common stock, par value $1.00 per share; o shares of its preferred stock, par value $1.00 per share; and o warrants to purchase the other Securities. Concurrently with our delivery of this letter, McDermott is filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "1933 Act"), a registration statement on Form S-3 which relates to its offering and sale of the Securities under the 1933 Act's Rule 415. In this letter, "Registration Statement" means that registration statement when it becomes effective under the 1933 Act, and "Prospectus" means the prospectus the Registration Statement includes. For purposes of the opinions we express below, we have examined, among other agreements, instruments and documents, the following: o the Registration Statement and its exhibits, including: o Exhibit 4.4 (the "Senior Debt Indenture Form"); and o Exhibit 4.5 (the "Subordinated Debt Indenture Form"); and o McDermott's articles of incorporation and amended and restated by-laws, each as amended through the date of this letter (the "Charter Documents"). We base the opinions we express below in part on the following assumptions we have made: 2 McDermott International, Inc. -2- September 14, 2001 o McDermott is a corporation duly incorporated and validly existing in good standing under the laws of the Republic of Panama; o the Registration Statement and each post-effective amendment thereto, if any, will have become effective under the 1933 Act; o for each type or series of Securities McDermott offers by means of the Prospectus, McDermott will have prepared and filed with the SEC under the 1933 Act a prospectus supplement that describes that type or series and, if Securities of another type or series are issuable on the conversion, exchange, redemption or exercise of the Securities McDermott is so offering, which also describes that other type or series; o McDermott will have offered, issued and sold the Securities in the manner the Registration Statement and the relevant prospectus supplements describe and otherwise in compliance with all applicable federal and state securities laws; o in the case of Securities of any type which McDermott issues and sells, the board of directors of McDermott or any committee of one or more members of that board which that board has duly designated in accordance with the Charter Documents and the applicable laws of the Republic of Panama (that board or any such committee being the "Board") will have taken all corporate action necessary to: o authorize the issuance of those Securities and the other Securities, if any, issuable on the conversion, exchange, redemption or exercise of those Securities; and o approve the terms of the offering and sale of those Securities; o in the case of any Securities issuable on the conversion, exchange, redemption or exercise of other Securities, those Securities will be available for issuance on that conversion, exchange, redemption or exercise; o in the case of debt securities of any series the Securities include: o if those debt securities will not be subordinated to any other indebtedness of McDermott, an indenture substantially in the form of the Senior Debt Indenture Form will have been duly executed and delivered by McDermott and the trustee under that indenture; o if those debt securities will be subordinated to other indebtedness of McDermott, an indenture substantially in the form of the Subordinated Debt Indenture Form will have been duly executed and delivered by McDermott and the trustee under that indenture; o in accordance with the terms of the indenture under which those debt securities will be issued, the Board will have designated and established 3 McDermott International, Inc. -3- September 14, 2001 the terms of the series to which those debt securities belong and those debt securities will not include any provision that is unenforceable; o the indenture under which those debt securities will be issued will have become qualified under the Trust Indenture Act of 1939; and o forms of securities complying with the terms of the indenture under which those debt securities will be issued and evidencing those debt securities will have been duly executed, authenticated, issued and delivered in accordance with the provisions of that indenture and either: o the provisions of the applicable purchase agreement under which McDermott will sell those Securities; or o if issued on conversion, exchange, redemption or exercise of any other Securities, the applicable provisions of that Security or the agreement or instrument under which that conversion, exchange, redemption or exercise will be effected; o in the case of shares of preferred stock of any series the Securities include, the Board will have duly adopted resolutions designating and establishing the terms of that series and caused any applicable filing with respect to the establishment of that series to be prepared and filed with the appropriate authorities of the Republic of Panama; o in the case of any warrants the Securities include, the Board will have established the terms of those warrants, the warrant agreement under which those warrants will be issued will have been duly executed and delivered by McDermott and the warrant agent under that warrant agreement, and neither those warrants nor that warrant agreement will include any provision that is unenforceable; o in the case of shares of common or preferred stock or warrants the Securities include, certificates representing those shares or warrants will have been duly executed, countersigned, registered and delivered in accordance with the provisions of the Charter Documents and either: o the provisions of the applicable purchase agreement under which McDermott will sell those Securities; or o if issued on conversion, exchange, redemption or exercise of any other Securities, the applicable provisions of that Security or the agreement or instrument under which that conversion, exchange, redemption or exercise will be effected; o in the case of each share of common or preferred stock the Securities include, the purchase price therefor payable to McDermott, or, if those shares are issuable on the conversion, exchange, redemption or exercise of another Security, the 4 McDermott International, Inc. -4- September 14, 2001 consideration payable to McDermott for that conversion, exchange, redemption or exercise will not be less than the par value of that share; and o McDermott and the initial purchasers of the Securities of any type will have duly authorized, executed and delivered a definitive purchase agreement relating to those Securities. On the basis of and subject to the foregoing, we are of the opinion that the debt securities and the warrants the Securities include will, when issued, constitute legal, valid and binding obligations of McDermott, entitled to the benefits of the applicable indenture (in the case of the debt securities) or warrant agreement (in the case of the warrants) under which they are issued and enforceable against McDermott in accordance with their terms, except as that enforcement is subject to (a) any applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or other laws relating to or affecting creditors' rights generally, (b) general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law) and (c) any implied covenants of good faith and fair dealing. We limit the opinions we express above in all respects to matters of the laws of the State of New York, as in effect on the date hereof. We hereby consent to the filing of this opinion of counsel 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. In giving this consent, we do not hereby admit we are in the category of persons whose written consent Section 7 of the 1933 Act requires to be filed with the Registration Statement. Very truly yours, /s/ BAKER BOTTS L.L.P.