EXHIBIT 5.2

16 October 2002

Weatherford International Ltd.        DIRECT LINE: 441-299-4903
c/o Weatherford International, Inc.   E-MAIL:      KLMooney@cdp.bm
515 Post Oak Boulevard, Suite 600     OUR REF:     KLM/mra/324069/47439corpdocs.
Houston                               YOUR REF:
Texas 77027-3415
USA


Dear Sirs:

WEATHERFORD INTERNATIONAL LTD. (THE "COMPANY")

We have acted as special legal counsel in Bermuda to the Company in connection
with the Form S-3 Registration Statement filed with the U.S. Securities and
Exchange Commission (the "Commission") on 16 October 2002 (the "Registration
Statement", which term does not include any other document or agreement whether
or not specifically referred to therein or attached as an exhibit or schedule
thereto) relating to the shelf registration under the U.S. Securities Act of
1933, as amended, (the "Securities Act") of common shares, par value US$1.00 per
share ("Common Shares"), preference shares, par value US$1.00 per share
("Preference Shares" and, together with Common Shares, "Equity Securities",
which term includes any common shares or preference shares to be issued pursuant
to the conversion, exchange or exercise of any other Securities), senior debt
securities ("Senior Debt Securities"), subordinated debt securities
("Subordinated Debt Securities" and, together with Senior Debt Securities, "Debt
Securities"), warrants ("Warrants"), units consisting of any combination of the
foregoing securities ("Units") of the Company and guarantees ("Guarantees")
of senior and/or subordinated debt securities of Weatherford International,
Inc., a Delaware corporation and a wholly owned indirect subsidiary of the
Company, (collectively, the "Securities") having an aggregate offering price
that will not exceed US$750,000,000.

For the purposes of giving this opinion, we have examined a copy of the
Registration Statement. We have also reviewed the memorandum of association and
the bye-laws of the Company, each certified by the assistant secretary of the
Company on 14 October 2002, a copy of unanimous written resolutions of the
directors of the Company dated 8 May 2002 (the "Directors Resolutions"), a copy
of unanimous written resolutions of the member of the Company dated 10 May 2002
(the "Members Resolutions") and a copy of minutes of a meeting of the board of
directors of the Company (the "Board") held on 8 May 2002 (the "Minutes" and,
together with the Directors Resolutions and the Members Resolutions, the
"Resolutions") and such other documents and made such enquiries as to questions
of law as we have deemed necessary in order to render the opinion set forth
below.



                                      -2-

We have assumed (a) the genuineness and authenticity of all signatures and the
conformity to the originals of all copies (whether or not certified) examined by
us and the authenticity and completeness of the originals from which such copies
were taken, (b) that where a document has been examined by us in draft form, it
will be or has been executed and/or filed in the form of that draft, and where a
number of drafts of a document have been examined by us all changes thereto have
been marked or otherwise drawn to our attention, (c) the accuracy and
completeness of all factual representations made in the Registration Statement
and other documents reviewed by us, (d) that the Resolutions remain in full
force and effect and have not been, and will not be, rescinded or amended, (e)
that the Company will issue the Securities in furtherance of its objects as set
out in its memorandum of association, (f) that the memorandum of association and
bye-laws of the Company will not be amended in any manner that would affect the
opinions set forth herein, (g) that there is no provision of the law of any
jurisdiction, other than Bermuda, which would have any implication in relation
to the opinions expressed herein, (h) that the Company will have sufficient
authorized capital to effect the issue of any of the Equity Securities at the
time of issuance, whether as a principal issue or on the conversion, exchange or
exercise of any Securities, (i) that the Company's shares will be listed on an
appointed stock exchange (as defined in the Companies Act 1981, as amended (the
"Companies Act") and the consent to the issue and free transfer of the
Securities given by the Bermuda Monetary Authority as of 15 May 2002 will not
have been revoked or amended at the time of issuance of any Securities, (j) that
the form and terms of any and all Securities (including, without limitation, the
designation, powers, preferences, rights, qualifications, limitations and
restrictions of Preference Shares) or other securities (or other obligations,
rights, currencies, commodities or other subject matter) comprising the same or
subject thereto (in the case of the Warrants and Units), the issuance and sale
thereof by the Company, and its incurrence and performance of its obligations
thereunder or in respect thereof (including, without limitation, its obligations
under any related agreement, indenture or supplement thereto) in accordance with
the terms thereof will not violate the memorandum of association or bye-laws of
the Company nor any applicable law, regulation, order or decree in Bermuda, (k)
that all necessary corporate action will be taken to authorize and approve any
issuance of Securities (including, if Preference Shares are to be issued, all
necessary corporate action to establish one or more series of Preference Shares
and fix the designation, powers, preferences, rights, qualifications,
limitations and restrictions thereof), the terms of the offering thereof and
related matters, and that the applicable definitive purchase, underwriting or
similar agreement and, if Debt Securities are to be issued, the applicable
indenture and any applicable supplements thereto, will be duly approved,
executed and delivered by or on behalf of the Company and any other parties
thereto, (l) that the issuance and sale of and payment for the Securities will
be in accordance with the applicable purchase, underwriting or similar agreement
duly approved by the Board, the Registration Statement (including the prospectus
set forth therein and the applicable supplement thereto) and, if Debt Securities
are to be issued, the applicable indenture and any applicable supplements
thereto, (m) that upon the issue of any Equity Securities, the Company will
receive money or money's worth at least equal to the par value thereof, (n) that
the Company will comply, to the extent applicable, with the requirements of Part
III of the Companies Act entitled "Prospectuses and Public Offers".




                                      -3-

We have made no investigation of and express no opinion in relation to the laws
of any jurisdiction other than Bermuda. This opinion is to be governed by and
construed in accordance with the laws of Bermuda and is limited to and is given
on the basis of the current law and practice in Bermuda. This opinion is issued
solely for your benefit and is not to be relied upon in respect of any matter
other than the issue of the Securities as described in the Registration
Statement and may not be quoted or referred to in any public document without
our prior written consent.

On the basis of and subject to the foregoing we are of the opinion that:

1.   The Company is duly incorporated and existing under the laws of Bermuda in
     good standing (meaning solely that it has not failed to make any filing
     with any Bermuda governmental authority or to pay any Bermuda government
     fee or tax which would make it liable to be struck off the Register of
     Companies and thereby cease to exist under the laws of Bermuda).

2.   Upon the due issuance of Common Shares and/or Preference Shares and payment
     of the consideration therefor, such Common Shares and/or Preference Shares
     will be validly issued, fully paid and nonassessable (which expression
     means that no further sums are required to be paid by the holders thereof
     in connection with the issue of such shares).

3.   Upon the due issuance of: (a) Senior Debt Securities of any series; (b)
     Subordinated Debt Securities of any series; (c) Warrants; and/or (d) Units,
     and payment of the consideration therefor, such Securities will be validly
     issued.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the prospectus forming a part of the Registration Statement. In
giving such consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act.

Yours faithfully
CONYERS DILL & PEARMAN