EXHIBIT 5.1


                                ANDREWS KURTH LLP
                             600 Travis, Suite 4200
                              Houston, Texas 77002



                                January 30, 2004


Board of Directors
Rowan Companies, Inc.
2800 Post Oak Boulevard, Suite 5450
Houston, Texas 77056

Ladies and Gentlemen:

         We have acted as special counsel to Rowan Companies, Inc. (the
"Company"), a Delaware corporation, in connection with (i) the preparation and
filing with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"), of the Registration Statement
(SEC File 333-110601) on Form S-3 of the Company (the "Registration Statement"),
for the purpose of registering under the Act, among other securities, common
stock, par value $0.125 per share, of the Company (the "Common Stock") and (ii)
the preparation of a prospectus supplement, dated January 27, 2004 (the
"Prospectus Supplement"), in connection with the offer and sale of up to an
aggregate of 11,500,000 shares of Common Stock. The Common Stock is being sold
to the underwriter identified in the Prospectus Supplement pursuant to an
underwriting agreement, dated January 27, 2004 (the "Underwriting Agreement"),
between the Company and the underwriter named therein.

         In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Registration
Statement, including the form of prospectus included therein (the "Base
Prospectus") and the documents incorporated by reference therein, (ii) the
Prospectus Supplement, (iii) the Company's certificate of incorporation, as
amended to date, (iv) the Company's by-laws, as amended to date, (v) certain
resolutions of the Board of Directors of the Company and the Special Committee
thereof and (vi) the Underwriting Agreement. We have also examined originals or
copies, certified or otherwise identified to our satisfaction, of such other
documents, certificates and records as we have deemed necessary or appropriate,
and we have made such investigations of law, as we have deemed appropriate as a
basis for the opinions expressed below.

         In rendering the opinions expressed below, we have assumed and have not
verified (i) the genuineness of the signatures on all documents that we have
examined, (ii) the legal capacity of all natural persons, (iii) the authenticity
of all documents supplied to us as originals and (iv) the conformity to the
originals of all documents supplied to us as certified or photostatic or faxed
copies. In conducting our examination, we have assumed that all parties to
documents examined by us had the power, corporate, partnership, limited
liability company or other, to enter into and perform their respective
obligations under such documents and have also assumed the due authorization by
all requisite action, corporate, partnership, limited liability company or
other, and the due




Board of Directors
Rowan Companies, Inc.
January 30, 2004
Page 2


execution and delivery, by or on behalf of such parties of such documents and
that, to the extent such documents purport to constitute agreements, such
documents constitute valid and binding obligations of such parties.

         Based upon and subject to the foregoing and subject also to the
limitations, qualifications, exceptions and assumptions set forth herein, we are
of the opinion that the Common Stock has been duly authorized and, when issued
and delivered against payment therefor in accordance with the terms of the
Underwriting Agreement, will be validly issued, fully paid and nonassessable.

         We express no opinion other than as to the federal laws of the United
States of America and the Delaware General Corporation Law (which is deemed to
include the applicable provisions of the Delaware Constitution and reported
judicial opinions interpreting those laws). We hereby consent to the filing of
this opinion as an exhibit to a Current Report on Form 8-K of the Company, the
incorporation by reference of this opinion in the Registration Statement and the
reference to this firm under the caption "Legal Matters" in the Prospectus
Supplement and under the caption "Legal Matters" in the Base Prospectus, which
form a part of the Registration Statement. In giving this consent, we do not
admit that we are "experts" under the Act or under the rules and regulations of
the Commission relating thereto, with respect to any part of the Registration
Statement, including this exhibit to the Current Report on Form 8-K. This
opinion speaks as of its date, and we undertake no, and hereby disclaim any,
duty to advise as to changes of fact or law coming to our attention after the
delivery hereof on such date.


                                       Very truly yours,

                                       /s/  Andrews Kurth LLP