EX-5.1 2 ex5-1.htm EX 5.1 OPINION OF BAKER BOTTS L.L.P. ex5-1.htm
 
Exhibit 5.1

GRAPHIC                       
 ONE SHELL PLAZA  ABU DHABI
 910 LOUISIANA  AUSTIN
 HOUSTON, TEXAS  BEIJING
 77002-4995  DALLAS
   DUBAI
 TEL   +1 713.229.1234  HONG KONG
 FAX  +1 713.229.1522  HOUSTON
 www.bakerbotts.com  LONDON
   MOSCOW
   NEW YORK
   PALO ALTO
   RIYADH
   WASHINGTON
 
Pride International, Inc.                                                                  
5847 San Felipe, Suite 3300
Houston, Texas 77057

 
 As set forth in the Registration Statement on Form S-8 (the “Registration Statement”) to be filed on the date hereof by Pride International, Inc., 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 (i) 372,395 shares (the “Incentive Plan Shares”) of common stock, par value $.01 per share, of the Company (“Common Stock”) issuable pursuant to the Company’s 2007 Long-Term Incentive Plan and the Amended and Restated 2004 Directors’ Stock Incentive Plan (collectively, the “Incentive Plans”) and (ii) 8,798 shares (the “ESPP Shares” and, together with the Incentive Plan Shares, the “Shares”) of Common Stock issuable pursuant to the Company’s Employee Stock Purchase Plan (as amended and restated, the “ESPP”), certain legal matters with respect to the Shares are being passed upon for you by us.  At your request, this opinion is being furnished to you for filing as Exhibit 5.1 to the Registration Statement.
 
In our capacity as your counsel in the connection referred to above, we have examined originals, or copies certified or otherwise identified, of the Certificate of Incorporation and Bylaws of the Company, each as amended to date, the Incentive Plans, the ESPP, 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.  In giving the opinions below, we have assumed that the signatures on all documents examined by us are genuine, that all documents submitted to us as originals are accurate and complete, that all documents submitted to us as copies are true and correct copies of the originals thereof and that all information submitted to us was accurate and complete.  In addition, we have assumed for purposes of this opinion that the consideration received by the Company for the Shares will be not less than the par value of the Shares.
 
On the basis of the foregoing, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that:
 
1. When issued by the Company pursuant to the provisions of the applicable Incentive Plan following due authorization of a particular award thereunder by the Board of Directors of the Company or a duly constituted and acting committee thereof (the “Board”) as provided in and in accordance with such Incentive Plan, the Incentive Plan Shares issuable pursuant to such award will have been duly authorized by all necessary corporate action on the part of the Company.  Upon issuance and delivery of such Incentive Plan Shares from time to time pursuant to the terms of such award for the consideration established pursuant to the terms of such Incentive Plan and otherwise in accordance with the terms and conditions of such award, including, if applicable, the lapse of any restrictions relating thereto, the satisfaction of any performance conditions associated therewith and any requisite determinations by or pursuant to the authority of the Board as provided therein, and, in the case of stock options, the exercise thereof and payment for such Incentive Plan Shares as provided therein, such Incentive Plan Shares will be validly issued, fully paid and nonassessable.
 
2. The ESPP Shares have been duly authorized and, when issued and delivered against payment of the purchase price therefor in accordance with the terms and provisions of the ESPP, will be validly issued, fully paid and nonassessable.
 
The opinions set forth above are limited in all respects to matters of the General Corporation Law of the State of Delaware.
 
We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement.  In giving such consent, we do not admit that we are 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/ Baker Botts L.L.P.

TRF/MBH/BGG