Attached files
file | filename |
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EX-1.1 - EX-1.1 - HALLIBURTON CO | h85653exv1w1.htm |
EX-4.2 - EX-4.2 - HALLIBURTON CO | h85653exv4w2.htm |
8-K - FORM 8-K - HALLIBURTON CO | h85653e8vk.htm |
Exhibit 5.1
one shell plaza
910 louisiana
houston, texas
77002-4995
tel +1 713.229.1234
fax +1 713.229.1522
www.bakerbotts.com
910 louisiana
houston, texas
77002-4995
tel +1 713.229.1234
fax +1 713.229.1522
www.bakerbotts.com
abu dhabi
austin
beijing
dallas
dubai
hong kong
houston
london
moscow
new york
palo alto
riyadh
washington
austin
beijing
dallas
dubai
hong kong
houston
london
moscow
new york
palo alto
riyadh
washington
November 14, 2011
063718.1887
Halliburton Company
3000 North Sam Houston Parkway East
Houston, TX 77032
3000 North Sam Houston Parkway East
Houston, TX 77032
Ladies and Gentlemen:
In connection with the issuance by Halliburton Company, a Delaware corporation
(Halliburton), of $500,000,000 aggregate principal amount of its 3.25% Senior Notes due 2021 (the
2021 Notes) and $500,000,000 aggregate principal amount of its 4.50% Senior Notes due 2041
(together with the 2021 Notes, the Notes), pursuant to (a) the Registration Statement of
Halliburton on Form S-3 (Registration No. 333-177811) (the Registration Statement), which was
filed by Halliburton with the Securities and Exchange Commission (the Commission) under the
Securities Act of 1933, as amended (the Act), and (b) the related prospectus dated November 8,
2011, as supplemented by the prospectus supplement relating to the sale of the Notes dated November
8, 2011 (as so supplemented, the Prospectus), as filed by Halliburton with the Commission
pursuant to Rule 424(b) under the Act, certain legal matters with respect to the Notes 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 Current Report of Halliburton on Form 8-K to be filed with the Commission on the
date hereof (the Form 8-K).
The Notes were issued and the terms of the Notes of each series were established pursuant to
the Indenture, dated October 17, 2003, between Halliburton and The Bank of New York Mellon Trust
Company, N.A. (as successor to JPMorgan Chase Bank), as trustee (the Trustee), as supplemented by
the Sixth Supplemental Indenture, dated as of November 14, 2011 in the form of Exhibit 4.2 to the
Form 8-K (as so supplemented, the Indenture).
In our capacity as your counsel in the connection referred to above, we have examined
originals, or copies certified or otherwise identified, of (i) the Underwriting
Agreement, dated November 8, 2011 (the Underwriting Agreement), among Halliburton and the
several Underwriters named in Schedule II to the Underwriting Agreement (the Underwriters),
relating to the issuance and sale of the Notes; (ii) the Indenture, (iii) the global notes
representing the Securities, (iv) the Registration Statement and the Prospectus, (v) Halliburtons
Restated Certificate of Incorporation and By-laws, in each case as amended to date, (vi) corporate
records of Halliburton, including certain resolutions of the Board of Directors of Halliburton as
furnished to us by Halliburton, and (vii) certificates of public officials and of representatives
of Halliburton, statutes and other instruments and documents as a basis for the opinions
hereinafter expressed. In giving such opinions, we have relied upon certificates, statements or
other representations of officers or authorized agents of Halliburton and of
Halliburton | 2 | November 14, 2011 |
governmental and
public officials with respect to the accuracy of the material factual matters contained therein or
covered thereby. We have assumed that the signatures on all documents examined by us are genuine,
all documents submitted to us as originals are authentic 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. We also have assumed that the Notes of each series were
issued and sold in the manner set forth in the Prospectus.
On the basis of the foregoing, assuming that the Notes were authenticated and delivered by the
Trustee in accordance with the terms of the Indenture and the Notes and were duly purchased and
paid for by the Underwriters in accordance with the terms of the Underwriting Agreement, and
subject to the other assumptions, limitations, qualifications and exceptions set forth herein, we
are of the opinion that the Notes constitute legal, valid and binding obligations of Halliburton,
enforceable against Halliburton in accordance with their terms, except as that enforcement is
subject to (1) any applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer or conveyance or other laws relating to or affecting creditors rights generally, (2)
general principles of equity and public policy (regardless of whether that enforceability is
considered in a proceeding in equity or at law) and (3) any implied covenants of good faith and
fair dealing.
The opinions set forth above are limited in all respects to matters of the General Corporation
Law of the State of Delaware, the contract law of the State of New York and federal law of the
United States, each as in effect on the date hereof. We hereby consent to the filing of this
opinion of counsel as Exhibit 5.1 to the Form 8-K. We also consent to the reference to our Firm
under the heading Legal Matters in the Prospectus. In giving this consent, we do not hereby
admit that we are in 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, |
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/s/ Baker Botts L.L.P. | ||||