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EXHIBIT 5.1
WEIL, GOTSHAL & MANGES LLP
700 LOUISIANA, SUITE 1600
HOUSTON, TEXAS 77002
TELEPHONE: (713) 546-5000
TELECOPY: (713) 224-9511
August 31, 2000
Diamond Offshore Drilling, Inc.
15415 Katy Freeway
Houston, Texas 77094
Ladies and Gentlemen:
We have acted as counsel to Diamond Offshore Drilling, Inc., a
Delaware corporation (the "Company"), in connection with the preparation and
filing by the Company with the Securities and Exchange Commission of a
Registration Statement on Form S-3 (the "Registration Statement") under the
Securities Act of 1933, as amended, relating to $805,000,000 aggregate principal
amount at maturity of the Company's Zero Coupon Convertible Debentures Due June
6, 2020 (the "Debentures") and the shares of the Company's common stock, par
value $.01 per share, issuable upon conversion of the Debentures (the
"Conversion Shares") to be sold by certain selling securityholders listed in the
Registration Statement (the "Selling Securityholders"). The Debentures were
issued pursuant to an Indenture, dated as of February 4, 1997, between the
Company and The Chase Manhattan Bank, as Trustee, as supplemented by a Second
Supplemental Indenture, dated as of June 6, 2000, between the Company and The
Chase Manhattan Bank, as Trustee (collectively, the "Indenture").
In so acting, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of (i) the Registration Statement,
(ii) the Indenture and (iii) 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 opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of all 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 and upon the representations and warranties of
the Company contained in the Indenture.
Based on the foregoing, and subject to the qualifications stated
herein, we are of the opinion that:
1. The Company is a corporation validly existing and in good standing
under the laws of the State of Delaware.
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Diamond Offshore Drilling, Inc.
August 31, 2000
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2. The Debentures, when sold by the Selling Securityholders in the
manner described in the Registration Statement, will constitute the legal, valid
and binding obligations of the Company, enforceable against it in accordance
with their terms, subject to applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and similar laws affecting creditors'
rights and remedies generally, and subject, as to enforceability, to general
principles of equity, including principles of commercial reasonableness, good
faith and fair dealing (regardless of whether enforcement is sought in a
proceeding at law or in equity).
3. The Conversion Shares have been duly authorized and reserved for
issuance upon conversion, and such Conversion Shares, when issued upon such
conversion and upon receipt by the Company of the conversion price therefor,
will be validly issued, fully paid and non-assessable.
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,
Weil, Gotshal & Manges LLP
