EX-5.1 6 d89231ex5-1.txt OPINION/CONSENT OF BAKER & HOSTETLER LLP 1 EXHIBIT 5.1 July 24, 2001 Patterson Energy, Inc. 4510 Lamesa Highway P.O. Box 1416 Snyder, Texas 79550 Re: Adoption of Stock Option Plans of Patterson-UTI Energy, Inc. Gentlemen: We have acted as counsel to Patterson-UTI Energy, Inc., a Delaware corporation ("Company"), in connection with the registration under the Securities Act of 1933 ("Securities Act") on Form S-8 (the "Registration Statement") and the Post-Effective Amendment No. 1 to the Registration Statement of 3,612,579 shares of the Company's common stock, par value $.01 per share ("Common Stock"), covered by the following stock option plans: (i) the 1997 Stock Option Plan of DSI Industries, Inc.; and (ii) the Patterson-UTI Energy Inc. Amended and Restated 1997 Long-Term Incentive Plan, as amended (collectively, the "Plans"). In connection with the foregoing, we have examined: (a) the Restated Certificate of Incorporation and the Bylaws of the Company, (b) the Plans, (c) the Minutes of the Board of Directors of the Company, (d) the applicable laws of the State of Delaware, and (e) a copy of the Registration Statement, Post-Effective Amendment No. 1 to the Registration Statement, and the exhibits and supplements to each. Based on such examination, and having regard for such legal considerations as we deem relevant, we are of the opinion that the Company is authorized to issue and to sell the Common Stock; and the Common Stock, when issued, delivered and paid for in accordance with the terms and conditions of the appropriate Plan, will be legally issued, fully paid and nonassessable. We hereby consent (i) to be named in Post-Effective Amendment No. 1 to the Registration Statement, and in the Prospectus that constitutes a part thereof, as attorneys passing upon the validity of the issuance of the Common Stock on behalf of the Company, and (ii) to the filing of this opinion as an exhibit to Post-Effective Amendment No. 1 to the Registration Statement. This opinion is to be used solely for the purpose of the registration of the Common Stock and may not be used for any other purpose. Very truly yours, /s/ BAKER & HOSTETLER LLP