EXHIBIT 5.1
October 23, 2000
Triton Energy Limited
Caledonian House
Mary Street, P.O. Box 1043
George Town
Grand Cayman, Cayman Islands
Dear Sirs:
This opinion is delivered in connection with the Registration Statement
(the "Registration Statement") on Form S-8 filed with the Securities and
Exchange Commission by Triton Energy Limited, a Cayman Islands company (the
"Company"), under the Securities Act of 1933, as amended (the "Act"), relating
to 1,200,000 of the Company's Ordinary Shares, par value $.01 per share (the
"Shares"), issuable pursuant to the Company's 2000 Broad Based Share
Compensation Plan (the "Plan").
I am familiar with the Memorandum and Articles of Association of the
Company, each as amended to date. In addition, I have examined such corporate
records, documents and other instruments and have made such other examinations
and inquiries as I have deemed necessary to enable me to express the opinions
set forth herein. I am a member of the bar of the State of Texas and any opinion
herein as to the laws of the Cayman Islands is based upon the latest generally
available compilation of the statutes and case law of such jurisdiction.
Based upon the foregoing, subject to the qualifications and limitations
stated herein, and limited in all respects to the laws of the State of Texas,
the Companies Law (1995 Revision) of the Cayman Islands and the laws of the
United States of America, I am of the opinion that the Shares have been duly
authorized and, when issued in accordance with the terms of the Plan, will be
validly issued, fully paid and nonassessable.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement and the use of my name under the caption "Legal Matters"
in the Prospectus forming a part of the Registration Statement and in Item 5 of
the Registration Statement.
Very truly yours,
Triton Energy Limited
By: /s/ Thomas J. Murphy
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Thomas J. Murphy, General Counsel
