EXHIBIT 5.1
May 19, 2005
Board of Directors
ENSCO International Incorporated
500 North Akard Street
Suite 4300
Dallas, Texas
| Re: | ENSCO International Incorporated (the “Company”) |
Gentlemen:
The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) on Form S-8 under the Securities Act of 1933, as amended (the “Act”). The Registration Statement covers 10,000,000 shares of Common Stock, par value $.10 per share, of the Company (the “Stock”), which shares shall be issued pursuant to the Company’s 2005 Lon-Term Incentive Plan (the “Plan”) and (c) such additional shares of Stock as may become issuable pursuant to the anti-dilution provisions of the Plan (such shares collectively referred to as the “Securities”).
We have acted as counsel to the Company in connection with the preparation and filing of the Registration Statement. In rendering this opinion we have examined the originals, or photostatic or certified copies, of such records of the Company, of certificates of officers of the Company and of public documents, and such other documents as we have deemed relevant and necessary as the basis of the opinion expressed below. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as photostatic or certified copies and the authenticity of the originals of such copies.
Based upon such examination and review and upon representations made to us by officers of the Company, we are of the opinion that upon issuance and delivery of the Securities in accordance with the applicable terms and conditions of the Plan and upon receipt by the Company of the full consideration for the Securities as determined pursuant to the Plan, and assuming no change in the applicable law or facts, the Securities will be validly issued, fully paid and nonassessable.
This opinion letter is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated. We hereby consent to the use of our opinion as herein set forth as an exhibit to the Registration Statement. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder or Item 509 of Regulation S-K.
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| Very truly yours, |
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| /s/ Baker & McKenzie LLP |
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| Baker & McKenzie LLP |
