8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 21, 2009

ROWAN COMPANIES, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	1-5491	75-0759420
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2800 Post Oak Boulevard, Suite 5450 Houston, Texas (Address of principal executive offices) 77056 (Zip Code)

(713) 621-7800

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On July 21, 2009, Rowan Companies, Inc. (the “Company”) completed the issuance and sale of $500,000,000 aggregate principal amount of its 7.875% Senior Notes due 2019 (the “Notes”). In connection with this offering of the Notes, the Company’s counsel provided the opinions attached hereto as Exhibits 5.1 and 8.1, each of which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 5.1	Opinion of Andrews Kurth LLP.
Exhibit 8.1	Opinion of Andrews Kurth LLP regarding material U.S. federal income tax matters.
Exhibit 23.1	Consent of Andrews Kurth LLP (included as part of Exhibits 5.1 and 8.1).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Rowan Companies, Inc.
By:	/s/  William H. Wells
Name:	William H. Wells
Title:	Vice President – Finance and Chief Financial Officer (Principal Financial Officer)

Date: July 23, 2009

EXHIBIT INDEX

Exhibit 5.1	Opinion of Andrews Kurth LLP.
Exhibit 8.1	Opinion of Andrews Kurth LLP regarding material U.S. federal income tax matters.
Exhibit 23.1	Consent of Andrews Kurth LLP (included as part of Exhibits 5.1 and 8.1).

EX-8.1

  600 Travis, Suite 4200 Houston, Texas 77002 713.220.4200 Phone 713.220.4285 Fax andrewskurth.com    

EXHIBIT 8.1

July 21, 2009

Rowan Companies, Inc.

2800 Post Oak Boulevard, Suite 5450

Houston, Texas 77056

TAX OPINION

Ladies and Gentlemen:

We have acted as special counsel to Rowan Companies, Inc. (the “Company”), a Delaware corporation, in connection with the offering and sale (the “Offering”) of $500,000,000 aggregate principal amount of the Company’s 7.875% Senior Notes due 2019 (the “Debt Securities”), pursuant to the registration statement on Form S-3ASR dated July 15, 2009 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), and the prospectus supplement dated July 15, 2009 (the “Prospectus Supplement”).  In connection therewith, we have participated in the preparation of the discussion set forth under the caption “Certain United States Federal Income Tax Considerations” (the “Discussion”) in the Prospectus Supplement.  Capitalized terms used and not otherwise defined herein are used as defined in the Registration Statement.

The Discussion, subject to the qualifications and assumptions stated in the Discussion and the limitations and qualifications set forth herein, constitutes our opinion as to the material United States federal income tax considerations for purchasers of the Debt Securities pursuant to the Offering.

This opinion letter is limited to the matters set forth herein, and no opinions are intended to be implied or may be inferred beyond those expressly stated herein.  Our opinion is rendered as of the date hereof and we assume no obligation to update or supplement this opinion or any matter related to this opinion to reflect any change of fact, circumstances, or law after the date hereof.  In addition, our opinion is based on the assumption that the matter will be properly presented to the applicable court.

Austin         Beijing         Dallas          Houston          London          New York         The Woodlands         Washington, DC

Rowan Companies, Inc.

July 23, 2009

Page 2

Furthermore, our opinion is not binding on the Internal Revenue Service or a court.  In addition, we must note that our opinion represents merely our best legal judgment on the matters presented and that others may disagree with our conclusion.  There can be no assurance that the Internal Revenue Service will not take a contrary position or that a court would agree with our opinion if litigated.

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 to the references to our firm and this opinion contained in the Prospectus Supplement forming 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.

Very truly yours,

/s/ Andrews Kurth LLP

TRP/RJM