EXHIBIT 5.1

April 15, 1998


Cal Dive International, Inc.
400 N. Sam Houston Parkway E.
Suite 400
Houston, Texas 77060

Gentlemen:

      The undersigned, as General Counsel for Cal Dive International, Inc., a
Minnesota Corporation (the "Company"), is rendering this opinion in connection
with the registration, pursuant to a Registration Statement on form S-8 being
filed with the Securities and Exchange Commission (the "Registration Statement")
under the Securities Act of 1933, as amended, of the offering and sale to
certain employees of the Company of up to 75,000 shares of the Company's common
stock, no par value per share (the "Common Stock") which may be issued upon the
exercise of certain stock rights (the "Purchase Rights") which may be granted
under the Company's Employee's Retirement Savings Plan.

      In such capacity, I have examined the corporate documents of the Company,
including its 1997 Amended and Restated Articles of Incorporation, its 1997
Amended and Restated By-Laws and resolutions adopted by our Board of Directors
and committees thereof. I have also examined the Registration Statement,
together with the exhibits thereto, and such other documents which I have deemed
necessary for the purposes of expressing the opinion contained herein. I have
relied on representations made by and certificates of the officers of the
Company and public officials with respect to certain facts material to my
opinion. I have made no independent investigation regarding such representations
and certificates.

      Based on the foregoing, I am of the opinion that when the Purchase Rights
when issued in accordance with such Plan, will be duly exercised in accordance
with their respective terms, and the Common Stock issued thereupon will be
validly issued, fully paid and nonassessable.

      I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

                                    Very truly yours,

                                    Andrew C. Becher
                                    General Counsel