Exhibit 5.1
September 1, 2023
Patterson-UTI Energy, Inc.
10713 W. Sam Houston Pkwy N, Suite 800
Houston, TX 77064
Re: |
Patterson-UTI Energy, Inc. Registration Statement on Form S-8 |
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the Registration Statement) of Patterson-UTI Energy, Inc., a Delaware corporation (the Company), to be filed with the Securities and Exchange Commission (the Commission) pursuant to the Securities Act of 1933, as amended
(the Securities Act), which, in connection with the consummation of the transactions contemplated by that certain Agreement and Plan of Merger dated as of June 14, 2023 between the Company, Pecos Merger Sub Inc., Pecos Second Merger
Sub LLC and NexTier Oilfield Solutions Inc. (NexTier), is registering up to (a) 7,296,656 shares of the Companys common stock, par value $0.01 per share (Common Stock) for issuance under the NexTier Oilfield Solutions
Inc. Equity and Incentive Award Plan (the Equity and Incentive Award Plan), (b) 793,523 shares of Common Stock for issuance under the NexTier Oilfield Solutions Inc. (Former C&J Energy) Management Incentive Plan (the Former
C&J Energy Plan), and (c) 10,050,932 shares of Common Stock that, as permitted by Nasdaq Rule 5635(c)(3), were added to the share reserve for issuance under the Patterson-UTI Energy, Inc. 2021
Long-Term Incentive Plan, as amended (the Registrant Stock Plan and together with the Equity and Incentive Award Plan and the Former C&J Energy Plan, the Plans, and such shares of Common Stock, collectively, the
Shares).
We have examined the originals, or photostatic or certified copies, of such records of the Company and certificates
of officers of the Company and of public officials and such other documents as we have deemed relevant and necessary as the basis for the opinions set forth below. In our examination, we have assumed the genuineness of all signatures, the legal
capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. We have also assumed that there are no agreements or
understandings between or among the Company and any participants in the Plans that would expand, modify or otherwise affect the terms of the Plans or the respective rights or obligations of the participants thereunder. Finally, we have assumed the
accuracy of all other information provided to us by the Company during the course of our investigations, on which we have relied in issuing the opinion expressed below.
Based upon the foregoing examination and in reliance thereon, and subject to the qualifications, assumptions and limitations stated herein and
in reliance on the statements of fact contained in the documents that we have examined, we are of the opinion that the Shares, when issued and sold in accordance with the terms set forth in the Plans, as applicable, and against payment therefor in
accordance with the terms of the form of agreement documenting the awards under which the Shares may be issued, and when the Registration Statement has become effective under the Securities Act, will be validly issued, fully paid and non-assessable.
We render no opinion herein as to matters involving the laws of any jurisdiction other
than the Delaware General Corporation Law (the DGCL). This opinion is limited to the effect of the current state of the DGCL and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event
of future changes in such law or the interpretations thereof or such facts. We express no opinion regarding any state securities laws or regulations.
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