EXHIBIT 5.1



March 14, 2003



Baker Hughes Incorporated
3900 Essex Lane, Suite 1200
Houston, Texas 77027

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
500,000 shares (the "Shares") of the Company's common stock, $1.00 par value
(the "Common Stock"), issuable pursuant to the Baker Hughes Incorporated
Director Compensation Deferral Plan (the "Plan") as set forth in the
Registration Statement on Form S-8 (the "Registration Statement") relating
thereto to be filed with the Securities and Exchange Commission (the
"Commission") on March 14, 2003.

         In connection with this opinion, either I or those under my direction
have examined originals or copies certified or otherwise identified to my
satisfaction of the Plan, the Restated Certificate of Incorporation and the
Bylaws of the Company, each as amended to date, the corporate proceedings with
respect to the Shares and the offering thereof, certificates of public
officials, statutes and such other documents and instruments as I have deemed
necessary or appropriate for the expression of the opinions contained herein.

         In the examination of the documents referred to above, I or those under
my direction have assumed the authenticity and completeness of all records,
certificates and other instruments submitted to us as originals, the conformity
to original documents of all records, certificates and other instruments
submitted to us as copies, the authenticity and completeness of the originals of
those records, certificates and other instruments submitted to us 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
consideration as I have deemed relevant, I am of the opinion that:

                  (i) The Company has been duly incorporated and is validly
         existing in good standing under the laws of the State of Delaware.

                  (ii) When issued by the Company pursuant to the provisions of
         the Plan following due authorization of the grant of a particular
         option thereunder by the Board of Directors of the Company or a duly
         constituted and acting committee thereof as provided in and in
         accordance with the Plan, the Shares issuable pursuant to such option
         will have been duly authorized by all necessary corporate action on the
         part of the Company. Upon issuance and delivery of such Shares from
         time to time upon exercise of such option pursuant to the terms thereof
         for the consideration established pursuant to the terms of the Plan and
         otherwise in accordance with the terms and conditions of such option,
         such Shares will be validly issued, fully paid and nonassessable.

         I hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement. In giving such consent, I do not
admit I am within 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/ ALAN R. CRAIN, JR.

Alan R. Crain, Jr.
General Counsel