EXHIBIT 5.1
[Gardere Wynne Sewell & Riggs, L.L.P. Letterhead]
713-276-5864
August 2, 2000
R&B Falcon Corporation
901 Threadneedle
Houston, Texas 77079
Re: Registration Statement on Form S-8
Gentlemen:
As set forth in the Registration Statement (the
"Registration Statement") on Form S-8 to be filed by R&B
Falcon Corporation, a Delaware corporation (the "Company"),
with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended,
relating to the issuance of up to 5,000,000 shares (the
"Shares") of the Company's common stock, par value $0.01 per
share, subject to options granted or to be granted under the
2000 Employee Long-Term Incentive Plan of R&B Falcon
Corporation (the "Plan"), certain legal matters in
connection with the Shares are being passed upon for the
Company by us. At your request, this opinion is being
furnished to you for filing as Exhibit 5.1 to the
Registration Statement.
In our capacity as your counsel in the connection referred
to above, we have examined the Amended and Restated
Certificate of Incorporation and Amended and Restated Bylaws
of the Company and the originals, or copies certified or
otherwise identified, of corporate records of the Company,
including minute books of the Company as furnished to us by
the Company, certificates of public officials and of
representatives of the Company, statutes and other
instruments and documents as a basis for the opinions
hereinafter expressed. In giving such opinions, we have
relied upon certificates of officers of the Company with
respect to the accuracy of the material factual matters
contained in such certificates.
We have assumed the authenticity and completeness of all
records, certificates and other instruments submitted to us
as originals, the conformity to original documents of all
records, certificates and other instruments submitted to us
as copies, the authenticity and completeness of the originals
of those records, certificates and other instruments
submitted to us as copies and the correctness of all statements
of fact contained in all records, certificates and other
instruments that we have examined.
Based on the foregoing, and having regard for such legal
considerations as we have deemed relevant, we are of the
opinion that, when issued and sold in the manner referred to
in the Plan, the Shares will be legally and validly issued,
fully paid and nonassessable.
The foregoing opinion is limited to the federal laws of the
United States of America and the General Corporation Law of
the State of Delaware, and we are expressing no opinion as
to the effect of the laws of any other jurisdiction.
We hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement and
further consent to the use of our name wherever appearing in
the Registration Statement and any amendments to it.
Very truly yours,
GARDERE WYNNE SEWELL & RIGGS, L.L.P.
By: /s/W. Mark Young
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W. Mark Young
