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EXHIBIT 5.1
[Letterhead of Thompson & Knight L.L.P.]
January 18, 2001
Noble Drilling Corporation
13135 South Dairy Ashford, Suite 800
Sugar Land, Texas 77478
Dear Sirs:
We have acted as counsel for Noble Drilling Corporation, a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933 (the "Securities Act") of 200,000 shares (the "Shares")
of common stock, par value $.10 per share, of the Company for issuance pursuant
to the Noble Drilling Corporation 401(k) Savings Restoration Plan (the "Plan").
In connection with the foregoing, we have examined the originals or
copies, certified or otherwise authenticated to our satisfaction, of such
corporate records of the Company, agreements and other instruments, certificates
of public officials and of officers of the Company, and other instruments and
documents as we have deemed necessary to require as a basis for the opinion
hereinafter expressed. We have also participated in the preparation of the
Company's Registration Statement on Form S-8 (the "Registration Statement") to
be filed with the Securities and Exchange Commission relating to the
registration of the Shares under the Securities Act.
On the basis of the foregoing, we advise you that, in our opinion, the
Shares have been duly authorized by the Company and, when issued in the manner
and for the consideration described in the Plan, will be legally issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to us in the Registration
Statement. In giving this consent, we do not thereby admit that we come within
the category of persons whose consent is required under Section 7 of the
Securities Act, or the rules or regulations of the Securities and Exchange
Commission thereunder.
Respectfully submitted,
/s/ Thompson & Knight L.L.P.
THOMPSON & KNIGHT L.L.P.
DGH/DLE
