EXHIBIT 5.1
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[Letterhead of Diamond Offshore Drilling, Inc.]
August 3, 2000
Diamond Offshore Drilling, Inc.
15415 Katy Freeway
Houston, Texas 77094
Ladies and Gentlemen:
I am the General Counsel of Diamond Offshore Drilling, Inc., a Delaware
corporation (the "Company"), and have acted as such in connection with the
filing by the Company of a Registration Statement on Form S-8, together with all
exhibits thereto (the "Registration Statement") under the Securities Act of
1933, as amended, relating to the proposed issuance of 750,000 shares (the
"Shares") of the common stock, par value $0.01 per share (the "Common Stock"),
of the Company pursuant to the Diamond Offshore Drilling, Inc. 2000 Stock Option
Plan (the "Plan"). I note that I hold options to purchase Shares under the Plan.
In so acting, I have examined or am otherwise familiar with the
Company's Restated Certificate of Incorporation, the Company's Amended By-laws,
the Plan, together with the resolutions adopted by the Board of Directors of the
Company adopting the Plan and reserving for issuance the Shares issuable
pursuant to the Plan, the Registration Statement, and such other corporate
records, agreements, documents and other instruments, and such certificates or
comparable documents of public officials and of other officers and
representatives of the Company, and have made such inquiries of such other
officers and representatives, as I have deemed relevant and necessary as a basis
for the opinions hereinafter set forth.
Based on the foregoing, and subject to the qualifications stated
herein, I am of the opinion that:
1. The Company is a corporation validly existing and in good standing
under the laws of the State of Delaware.
2. The Shares have been duly authorized and the Shares, when issued and
delivered to the Plan participants in accordance with the terms of the Plan and
the participants' respective option grants, will be validly issued, fully paid
and nonassessable.
I hereby consent to the filing of this letter as an exhibit to the
Registration Statement.
Very truly yours,
/s/ William C. Long
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William C. Long
General Counsel and Secretary
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