Exhibit 5.1

				ONE SHELL PLAZA		ABU DHABI
				910 LOUISIANA		AUSTIN
				HOUSTON, TEXAS		BEIJING
				77002-4995		DALLAS
						DUBAI
				TEL    +1		HONG KONG
				713.229.1234		HOUSTON
				FAX    +1		LONDON
				713.229.1522		MOSCOW
				www.bakerbotts.		NEW YORK
				com		PALO ALTO
						RIYADH
						WASHINGTON

February 9, 2012

066821.0266

Noble Corporation (Cayman Islands)

Noble Holding International Limited

c/o Noble Corporation

Suite 3D, Landmark Square

64 Earth Close

P.O. Box 31327

Georgetown, Grand Cayman

Cayman Islands, KY-1206

Ladies and Gentlemen:

As set forth in the Registration Statement on Form S-3 (Registration Nos. 333-171965 and 333-171965-01) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) by Noble Corporation, a Cayman Islands exempted company limited by shares (“Noble-Cayman”), and Noble Holding International Limited, a Cayman Islands exempted company limited by shares (“NHIL”), under the Securities Act of 1933, as amended (the “Act”), relating to, among other things, (i) unsecured senior debt securities of Noble-Cayman and unsecured subordinated debt securities of Noble-Cayman, together with related guarantees, and (ii) unsecured senior debt securities of NHIL and unsecured subordinated debt securities of NHIL, together with related guarantees, certain legal matters in connection with the Notes and the Guarantee (each as defined below) are being passed upon for you by us. At your request, this opinion is being furnished to you for filing as Exhibit 5.1 to Noble-Cayman’s Current Report on Form 8-K to be filed with the Commission on the date hereof (the “Form 8-K”).

The Registration Statement has been filed with the Commission and became effective under the Act upon filing. A related prospectus dated January 31, 2011, as supplemented by a prospectus supplement dated February 7, 2012 (as so supplemented, the “Prospectus”) relating to the Notes, has been filed by NHIL and Noble-Cayman with the Commission pursuant to Rule 424(b) under the Act, including all documents incorporated by reference therein. On February 7, 2012, Noble-Cayman and NHIL entered into an Underwriting Agreement (the “Underwriting Agreement”) with the underwriters named therein (the “Underwriters”) providing for the issuance and sale by NHIL to the Underwriters of $300 million aggregate principal amount of NHIL’s 2.50% Senior Notes due 2017 (the “2017 Notes”), $400 million aggregate principal amount of NHIL’s 3.95% Senior Notes due 2022 (the “2022 Notes”) and $500 million aggregate principal amount of NHIL’s 5.25% Senior Notes due 2042 (the “2042 Notes,” and, together with the 2017 Notes and the 2022 Notes, the “Notes”), all to be fully and unconditionally guaranteed (the “Guarantee”) by Noble-Cayman, as guarantor (the “Guarantor”).

The opinions set forth herein relate only to certain matters regarding the Notes and the Guarantee. Maples and Calder, Cayman Islands counsel to NHIL and Noble-Cayman, has delivered its opinion relating to certain additional matters regarding the Notes and the Guarantee, which opinion is to be filed as Exhibit 5.2 to the Form 8-K.

February 9, 2012

In our capacity as your counsel in the connection referred to above, we have examined (a) the Registration Statement, (b) the Prospectus, (c) the Indenture dated as of November 21, 2008 between NHIL and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), (the “Base Indenture”) and (d) a form of Fourth Supplemental Indenture among NHIL, the Guarantor and the Trustee, as described in the Prospectus (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”), pursuant to which the Notes will be issued. We have also examined originals, or copies certified or otherwise identified, of such corporate records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to such opinions, we have relied upon certificates or comparable documents of public officials and of officers and representatives of NHIL and the Guarantor. In connection with such opinions, we have assumed that (i) the Base Indenture has been duly authorized, executed and delivered by NHIL and the Trustee and represents a valid and legally binding obligation of the Trustee, (ii) the Supplemental Indenture has been or will be duly authorized, executed and delivered by NHIL, the Guarantor and the Trustee and will represent a valid and legally binding obligation of the Trustee and (iii) NHIL and the Guarantor have the corporate power and authority to enter into the Supplemental Indenture and issue the Notes and the Guarantee, respectively.

Based upon and subject to the foregoing, we are of the opinion that the Notes, when they have been duly authorized, executed, authenticated, issued and delivered in accordance with the provisions of the Indenture and duly purchased and paid for in accordance with the terms of the Underwriting Agreement, will constitute valid and legally binding obligations of NHIL and will be entitled to the benefits of the Indenture, and the Guarantee will constitute the valid and legally binding obligation of the Guarantor, enforceable in each case against NHIL and the Guarantor, as the case may be, in accordance with their respective terms, except as the enforceability thereof is subject to the effect of the effect of (i) applicable bankruptcy, receivership, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer and other similar laws relating to or affecting the enforcement of the rights and remedies of creditors or parties to executory contracts generally; (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity) and the exercise of equitable powers by a court of competent jurisdiction (and no opinion is given herein as to the availability of any specific equitable relief or equitable remedies); (iii) any implied covenants of good faith and fair dealing; and (iv) applicable law or public policy limiting the enforcement of provisions providing for the indemnification of or contribution to a party.

The opinions set forth above are limited in all respects to matters of the law of the State of New York and applicable United States federal law.

We hereby consent to the filing of this opinion of counsel as Exhibit 5.1 to the Form 8-K. We also consent to the reference to our firm under the heading “Legal Matters” in the Prospectus. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.