Exhibit 5.1

February 19, 2007

Atwood Oceanics, Inc.
15835 Park Ten Place Drive
Houston, TX 77084

Ladies and Gentlemen:

         We have acted as counsel for Atwood Oceanics, Inc., a Texas corporation
(the "Company"), in connection with the registration under the Securities Act of
1933, as amended, of 2,000,000 shares of Common Stock, $1.00 par value per share
and the associated Series A Junior Participating Preferred Stock purchase rights
(collectively, the "Shares"), of the Company to be offered upon the terms and
subject to the conditions set forth in the Atwood Oceanics, Inc. 2007 Long-Term
Incentive Plan of the Company (the "Plan"). At your request, this opinion is
being furnished to the Company for filing as Exhibit 5.1 to the registration
statement referred to below.

         In connection therewith, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the Amended and
Restated Certificate of Formation of the Company, the Second Amended and
Restated By-Laws of the Company, the Plan, records of relevant corporate
proceedings with respect to the offering of the Shares and such other documents
and instruments as we have deemed necessary or appropriate as a basis for the
opinions hereinafter expressed. We have also reviewed the Company's registration
statement on Form S-8 to be filed by the Company with the Securities and
Exchange Commission with respect to the Shares (the "Registration Statement").

         We have assumed the authenticity and completeness of all records,
certificates and other instruments submitted to us as originals, the conformity
to original documents of all records, certificates and other instruments
submitted to us as copies, the authenticity and completeness of the originals of
those records, certificates and other instruments submitted to us as copies and
the correctness of all statements of fact contained in all records, certificates
and other instruments that we have examined.

         Based solely on the foregoing, we are of the opinion that the Shares
being registered pursuant to the Registration Statement, when paid for and
issued in accordance with the terms of the Plan, will be legally issued, fully
paid and non-assessable.

         We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.

                                           Very truly yours,

                                           /s/ STRASBURGER & PRICE, L.L.P.
                                           STRASBURGER & PRICE, L.L.P.