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Exhibit 5.1
[LETTERHEAD OF WEIL, GOTSHAL & MANGES LLP]
July 21, 2000
Chiles Offshore LLC
11200 Richmond Avenue
Suite 490
Houston, Texas 77082
Ladies and Gentlemen:
We have acted as counsel to Chiles Offshore LLC, a Delaware
limited liability company (to be renamed "Chiles Offshore Inc." following its
conversion into a Delaware corporation and herein referred to as the "Company"),
in connection with the preparation and filing with the Securities and Exchange
Commission of the Company's Registration Statement on Form S-1, Registration No.
333-39418 (as amended, the "Registration Statement"), under the Securities Act
of 1933, as amended (the "Securities Act"), relating to the proposed initial
public offering (the "Offering") by the Company of up to $166.75 million in
shares of common stock, $.01 par value (the "Common Stock") of the Company.
The shares of Common Stock are to be issued and sold by the
Company pursuant to an Underwriting Agreement among the Company, Credit Suisse
First Boston Corporation, Salomon Smith Barney, Inc., Prudential Securities
Incorporated, and Wasserstein Perella Securities, Inc., as representatives of
the several underwriters named therein, substantially in the form of the draft
Underwriting Agreement filed as Exhibit 1.1 to the Registration Statement (the
"Underwriting Agreement").
In so acting, we have examined originals or copies, (certified
or otherwise identified to our satisfaction), of the Second Amended and Restated
Operating Agreement of the Company, as amended to date, the form of the
Certificate of Incorporation of Chiles Offshore Inc. filed as Exhibit 3.3 to the
Registration Statement,
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WEIL, GOTSHAL & MANGES LLP
Chiles Offshore LLC
July 21, 2000
Page 2
the form of the By-Laws of Chiles Offshore Inc. filed as Exhibit 3.4 to the
Registration Statement, the Registration Statement, the Prospectus, the
Underwriting Agreement, and such corporate records, agreements, documents and
other instruments, and such certificates or comparable documents of public
officials and of officers and representatives of the Company, and have made such
inquiries of such officers and representatives, as we have deemed relevant and
necessary as a basis for the opinion hereinafter set forth.
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed or photostatic copies and
the authenticity of the originals of such latter documents. As to all questions
of fact material to this opinion that have not been independently established,
we have relied upon certificates or comparable documents of officers and
representatives of the Company.
In rendering this opinion, we have also assumed that (i) the
Underwriting Agreement will be valid and binding, (ii) the Company will convert
to a Delaware corporation, and (iii) prior to the sale of the shares of Common
Stock, the Board of Directors (or a committee thereof authorized to act on its
behalf) of the Company will duly authorize the terms of and the prices at which
the shares of Common Stock are to be issued and sold.
Based on the foregoing, and subject to the qualifications
stated herein, we are of the opinion that, with respect to the offering of
shares of Common Stock, when (i) the Registration Statement, as finally amended
(including all necessary post-effective amendments), has become effective; (ii)
the Company has converted into a Delaware corporation, (iii) the Underwriting
Agreement has been duly authorized, executed and delivered by the Company and
the other parties thereto; (iv) the Board of Directors, including any
appropriate committee appointed thereby, and appropriate officers of the Company
have taken all necessary corporate action to approve the issuance and terms of
the shares of Common Stock and related matters; (v) the terms of the shares of
Common Stock and of their issuance and sale have been duly established in
conformity with the operative certificate of incorporation and by-laws of the
Company so as not to violate any applicable law or result in a default under or
breach of any agreement or instrument binding upon the Company and so as to
comply with any requirement or restriction imposed by any court or governmental
body having jurisdiction over the Company; and (vi) certificates representing
the Common Stock in the form of the specimen certificates examined by us and
filed as an Exhibit to the Registration Statement are duly executed,
countersigned, registered and delivered upon payment of the agreed upon
consideration therefor, the shares of Common Stock, when issued and sold in
accordance with the duly
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WEIL, GOTSHAL & MANGES LLP
Chiles Offshore LLC
July 21, 2000
Page 3
authorized, executed and delivered Underwriting Agreement will be duly
authorized, validly issued, fully paid and nonassessable, assuming that a
sufficient number of shares of Common Stock are authorized or reserved and
available for issuance and that the consideration therefor is not less than the
par value of the Common Stock.
We hereby consent to the use of this letter as an exhibit to
the Registration Statement and to any and all references to our firm in the
Prospectus which is a part of the Registration Statement.
Very truly yours,
/s/ WEIL, GOTSHAL & MANGES LLP
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