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EXHIBIT 5.1
[Gardere Wynne Sewell & Riggs LLP Letterhead]
October 26, 2000
Board of Directors
R&B Falcon Corporation
901 Threadneedle
Houston, Texas 77079
Gentlemen:
We have acted as counsel to R&B Falcon Corporation, a Delaware
corporation (the "Company"), regarding the proposed offer and sale by the
Company to the Underwriters of 16,300,000 shares (the "Shares") of the Company's
common stock, par value $0.01 per share, pursuant to the prospectus forming a
part of that certain Registration Statement on Form S-3, File No. 333-39500,
filed under the Securities Act of 1933, as amended (the "Securities Act") with
the Securities and Exchange Commission (the "SEC") on June 16, 2000 (such
Registration Statement, as amended at the effective date thereof being referred
to herein as the "Registration Statement"), which prospectus has been
supplemented by a Prospectus Supplement dated October 26, 2000 (the "Prospectus
Supplement"). Pursuant to an Underwriting Agreement, the Company will issue
16,300,000 shares of Common Stock to Goldman, Sachs & Co. (the "Underwriter").
Capitalized terms used but not defined herein have the meanings ascribed to them
in that certain Underwriting Agreement between the Company and the Underwriter,
a form of which has been filed as an exhibit to the Registration Statement.
We are rendering this opinion as of the time the Registration Statement
becomes effective in accordance with Section 8(a) of the Securities Act.
As the basis for the opinions expressed below, we have examined the
Registration Statement and the prospectus contained therein, the Certificate of
Incorporation and Bylaws of the Company, the records of corporate proceedings of
the Company that have occurred prior to the date hereof with respect to the
offering, the form of Underwriting Agreement and such statutes, regulations,
corporate records and documents, certificates of corporate and public officials
and other instruments as we have deemed necessary or advisable for the purposes
of this opinion. In such examination, we have assumed (i) that the signatures on
all documents that we have examined are genuine, (ii) the authenticity of all
documents submitted to us as originals, and (iii) the conformity with the
original documents of all documents submitted to us as copies.
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Board of Directors of R&B Falcon Corporation
October 26, 2000
Page Two
In connection with this opinion, we have assumed that (i) the
Registration Statement, and any amendments thereto (including post-effective
amendments), will have become effective and (ii) the shares of Common Stock
covered by this opinion will be issued and sold in compliance with applicable
federal and state securities laws and in the manner described in the
Registration Statement and the applicable prospectus.
Based upon the foregoing, subject to the qualifications hereinafter set
forth, and having regard for such legal considerations as we have deemed
relevant, we are of the opinion that the Shares proposed to be issued to the
Underwriter have been validly authorized for issuance and delivery thereof in
accordance with the provisions of the Underwriting Agreement (in the form
reviewed by us) and as set forth in the Registration Statement and, when issued
and delivered to the Underwriter in accordance with the Underwriting Agreement,
will be validly issued, fully paid and nonassessable.
The opinions expressed herein are limited exclusively to the federal
laws of the United States of America, the laws of the State of Texas 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.
This opinion is rendered solely for the benefit of the Company and is
not to be used, circulated, copied, quoted or referred to without our prior
written consent. We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the statements made with respect to us
under the caption "Legal Matters" in the Prospectus included as part of the
Registration Statement and "Validity of the Common Stock" in the Prospectus
Supplement, but we do not thereby admit that we are within the class of persons
whose consent is required under the provisions of the Securities Act or the
rules and regulations of the SEC issued thereunder.
Very truly yours,
/s/ William Mark Young
William Mark Young, Partner
