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EXHIBIT 5.1
[LETTERHEAD OF WEIL, GOTSHAL & MANGES LLP]
September 18, 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
(as amended, the "Registration Statement"), filed pursuant to Rule 462(b)
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 $3.68 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., ING Barings LLC, and
Wasserstein Perella Securities, Inc., as representatives of the several
underwriters named therein, substantially in the form of the draft
Underwriting Agreement (the "Underwriting Agreement") filed as Exhibit 1.1 to
the Registration Statement.
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
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WEIL, GOTSHAL & MANGES LLP
Chiles Offshore LLC
September 18, 2000
Page 2
Incorporation of Chiles Offshore Inc. filed as Exhibit 3.3 to the
Registration Statement, the form of the By-Laws of Chiles Offshore Inc. filed
as Exhibit 3.4 to the Registration Statement, the Registration Statement, the
Prospectus contained therein, 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
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WEIL, GOTSHAL & MANGES LLP
Chiles Offshore LLC
September 18, 2000
Page 3
therefor, the shares of Common Stock, when issued and sold in accordance with
the duly 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
