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EXHIBIT 8.2
[BAKER BOTTS L.L.P. LETTERHEAD]
October 27, 2000
Transocean Sedco Forex Inc.
P.O. Box 265GT, Walker House
Grand Cayman, Cayman Islands
Ladies and Gentlemen:
We are acting as counsel to Transocean Sedco Forex Inc., a Cayman
Islands company ("Transocean Sedco Forex"), in connection with (i) the Merger,
as defined and described in the Agreement and Plan of Merger dated as of August
19, 2000 among Transocean Sedco Forex, Transocean Holdings Inc., a Delaware
corporation ("Transocean Holdings"), TSF Delaware Inc., a Delaware corporation,
and R&B Falcon Corporation, a Delaware corporation ("R&B Falcon") (the "Merger
Agreement") and (ii) the preparation and filing of the Registration Statement
(Registration No. 333-46374) with the Securities and Exchange Commission (the
"SEC") under the Securities Act of 1933, as amended (the "Securities Act") (the
"Registration Statement"), which includes the joint proxy statement of
Transocean Sedco Forex and R&B Falcon and the prospectus of Transocean Sedco
Forex (together, the "Proxy Statement/Prospectus").
In providing this opinion, we have examined and are relying upon the
truth and accuracy at all relevant times of the statements, covenants, and
representations contained in (i) the Merger Agreement, (ii) the Proxy
Statement/Prospectus, (iii) certain other filings made by Transocean Sedco Forex
and R&B Falcon with the SEC, (iv) certificates provided to us by representatives
of Transocean Sedco Forex, Transocean Holdings, and R&B Falcon, and (v) other
information provided to us by Transocean Sedco Forex. In addition, we assume
that (i) the Merger will be consummated in accordance with the Merger Agreement
and as described in the Proxy Statement/Prospectus and (ii) any representations
referred to in the immediately preceding sentence which are made "to the best
knowledge of" or with any similar qualification are correct without such
qualification.
Subject to the assumptions set forth above and the assumptions and
qualifications set forth in the discussion in the Proxy Statement/Prospectus
under the headings "THE MERGER--Certain United States Federal Income Tax
Consequences--Scope of Discussion" and "--Certain U.S. Tax Consequences of the
Merger to U.S. Holders" (the "Discussion"), we
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(i) are of the opinion that the Merger qualifies as a reorganization under
section 368(a)(1)(B) of the Internal Revenue Code and (ii) hereby confirm the
opinion of Baker Botts L.L.P. which is attributed to us in the Discussion.
Except as specifically described herein, we express no opinion as to the United
States federal, state, local, foreign, or other tax consequences of the Merger.
As indicated in the Discussion, no ruling will be requested from the Internal
Revenue Service (the "IRS") on any aspect of the Merger. Our opinion is not
binding upon the IRS or a court and will not preclude the IRS or a court from
adopting a contrary position.
This letter is furnished to you solely for use in connection with
the Merger and is not to be relied upon by any other person, quoted in whole or
in part, or otherwise referred to (except in a list of closing documents)
without our express written consent. We hereby consent to the filing of this
letter as an exhibit to the Registration Statement and to the reference to our
firm name under the headings "THE MERGER--Certain United States Federal Income
Tax Consequences--Certain U.S. Tax Consequences of the Merger to U.S. Holders"
and "LEGAL MATTERS" in the Proxy Statement/Prospectus. In giving such consent,
we do not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and regulations of
the SEC thereunder.
Sincerely,
/s/ BAKER BOTTS L.L.P.
