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EXHIBIT 5.1
OPINION AND
CONSENT OF
ANDREWS & KURTH L.L.P.
August 31, 2000
Board of Directors
Rowan Companies, Inc.
2800 Post Oak Boulevard
Suite 5450
Houston, Texas 77056-6196
Gentlemen:
We have acted as counsel to Rowan Companies, Inc., a Delaware
corporation (the "Company"), in connection with the proposed offering and sale
by certain selling stockholders of the Company, pursuant to a prospectus forming
a part of the Company's Registration Statement on Form S-3 (the "Registration
Statement"), of an aggregate of 340,035 shares (the "Shares") of common stock,
par value $.125 per share, of the Company, issuable in connection with the
conversion of the Company's Series C Floating Rate Subordinated Convertible
Debentures due 2010 (the "Series C Debentures") and Series C Preferred Stock,
par value $1.00 per share ("Series C Preferred Stock"), of the Company issued
under the Rowan Companies, Inc. 1998 Convertible Debenture Incentive Plan, as
amended (the "Plan").
As a basis for the opinions hereinafter expressed, we have
examined such statutes, regulations, corporate records and documents,
certificates of public and corporate officials and other agreements, contracts,
documents and instruments as we have deemed necessary for the purposes of the
opinions hereinafter expressed. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity with the original documents of all documents
submitted to us as copies. As to all matters of fact material to such opinions,
we have relied upon representations of officers of the Company.
Based upon the foregoing and having due regard for such legal
considerations as we deem relevant, we are of the opinion that the Shares have
been duly authorized and, after issuance in connection with the conversion of
the Company's Series C Debentures and the Series C Preferred Stock in accordance
with the terms of the Plan, and when sold in accordance with the Prospectus,
will be validly issued, fully paid and nonassessable.
This opinion is limited in all respects to the General
Corporation Law of the State of Delaware and the laws of the United States of
America insofar as such laws are applicable.
We hereby consent to the use of this opinion as an exhibit to
the Registration Statement. In giving this consent, we do not thereby admit that
we are within the category of persons whose consent is required under Section 7
of the Securities Act or the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
ANDREWS & KURTH L.L.P.
600 TRAVIS STREET, SUITE 4200
HOUSTON, TEXAS 77002
/s/ Andrews & Kurth L.L.P.
1173/2450
