EX-5.1 4 d89229ex5-1.txt OPINION OF BAKER & HOSTETLER LLP 1 EXHIBIT 5.1 August 17, 2001 Patterson-UTI Energy, Inc. 4510 Lamesa Highway P.O. Box 1416 Snyder, Texas 79550 Re: Adoption of the 2001 Long-Term Incentive Plan 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") of 2,000,000 shares of the Company's common stock, par value $.01 per share ("Common Stock"), covered by the 2001 Long-Term Incentive Plan of Patterson-UTI Energy, Inc. (the "Plan"). In connection with the foregoing, we have examined: (a) the Restated Certificate of Incorporation and the Bylaws of the Company, (b) the Plan, (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 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 Plan, will be legally issued, fully paid and nonassessable. We hereby consent (i) to be named in 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 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