Exhibit 5.2


                     LETTERHEAD OF ELVINGER, HOSS & PRUSSEN

                                AVOCATS A LA COUR



Stolt Offshore S.A.
26, rue Louvigny
L-1946 Luxembourg

                                                      Luxembourg 31st July, 2002

Re: Stolt Offshore S.A. Shelf  Registration  under the United States  Securities
Act of 1933,  as  amended,  of common  shares and senior and  subordinated  debt
securities

To the Board of Directors of Stolt Offshore S.A.:

     We have acted as  Luxembourg  counsel  to Stolt  Offshore  S.A.,  a societe
anonyme  holding  organized  under the law of  Luxembourg  (the  "Company"),  in
connection with the filing with the U.S. Securities and Exchange Commission (the
"SEC")  under the  Securities  Act of 1933 as amended  (the  "Act"),  of a shelf
registration  statement filed as Amendment No. 3 to the  Registration  Statement
(No.  333-86288) on Form F-3/A (such  registration  statement and any additional
registration  statement  filed  pursuant  to Rule  462(b) is  referred to as the
"Registration  Statement")  in respect of the  contemplated  offer and sale from
time to time by (a) the  Company  of (i)  one or  more  series  of  senior  debt
securities (the "Senior Debt  Securities") or subordinated  debt securities (the
"Subordinated  Debt Securities"  and,  together with the Senior Debt Securities,
the "Debt Securities") and (ii) common shares,  $2.00 per value per share of the
Company,  which may be in the form of American  depositary  shares (the  "Common
Shares") and (b) Stolt Offshore Investing Ltd. and Stolt-Nielsen  Transportation
Group Ltd.  (together the "Selling  Shareholders") of Common Shares owned by the
Selling Shareholders,  up to an aggregate amount of $400,000,000,  as more fully
described in the Registration Statement.

     As such counsel, we have examined the following documents:

     (a)  a copy of the  Registration  Statement  to be filed with the SEC dated
          31st July 2002;

     (b)  a copy of the Amended and Restated  Articles of  Incorporation  of the
          Company;
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     (c)  the forms of underwriting  agreements to be filed as exhibits 1.1, 1.2
          and 1.3 to the Registration Statement (the "Underwriting Agreements);

     (d)  the forms of indentures relating to the Senior Debt Securities and the
          Subordinated  Debt  Securities  to be  filed as  exhibits  4.2 and 4.3
          respectively to the Registration Statement (the "Indentures");

     (e)  a faxed copy of the resolution  dated 25th July 2002 of the Company to
          make a shelf  registration  with the SEC for the Common Shares and the
          Debt Securities with an aggregate offering price of up to $400,000,000
          (the "Resolution"); and

     (f)  such other  records of corporate  proceedings  of the Company and such
          other  certificates,  record and documents as we have deemed  relevant
          and necessary as the basis for the opinions hereafter expressed.

We are qualified to practice law in the  Grand-Duchy of Luxembourg,  and express
no opinion as to the law of any other jurisdiction.

     In such examinations, we have assumed:

     (a)  the  genuineness  of  all  signatures  and  the  authenticity  of  all
          documents  submitted to us as originals and the conformity to original
          documents of all documents submitted to us as conformed or photostatic
          copies and the  conformity to originals of the  documents  reviewed by
          us; and

     (b)  that the Company's  authorized share capital at the time of issue will
          be  sufficient to allow for the issue of the Common Shares to be newly
          issued, offered and sold by the Company.

     Based upon the foregoing and such further  examination  and inquiries as we
have deemed necessary, we are of the opinion that:

     (a) the Common Shares to be newly issued,  offered and sold by the Company,
when the terms of the issuance and sale thereof have been duly authorized by the
Company by appropriate corporate action in conformity with the Company's Amended
and Restated  Articles of  Incorporation  and the Resolution and when issued and
delivered  against  full  payment  in  cash  therefor  in  accordance  with  the
Resolution, will be validly issued, fully paid and non-assessable;

     (b) when  the  terms  of the  issuance  and sale  thereof  have  been  duly
authorized by the Company by appropriate corporate action in conformity with the
Company's  Amended and Restated Articles of Incorporation and the Resolution and
when issued, the Debt Securities will,  according to Luxembourg courts correctly
applying New York Law as the law expressed to be governing the Debt  Securities,
constitute  valid,  binding and enforceable  obligations of the Company,  to the
extent the subordination provisions will not conflict with Luxembourg bankruptcy
or similar laws affecting creditor's rights; and

     (c) the Common  Shares held by the Selling  Shareholders  as set out in the
Registration  Statement  referred to above were duly authorized for issue by the
Company at the time they

                                      -2-
<PAGE>

were issued and have been validly  issued and, when  delivered  against  payment
therefor in  accordance  with the  applicable  Underwriting  Agreement  or other
agreement, will be fully paid and non-assessable.

The  opinions  expressed  herein  are  subject  to  any  applicable  bankruptcy,
insolvency,  reprieve from payment  (sursis de paiement),  moratorium  and other
similar  laws  affecting   creditors'  rights  generally,   including,   without
limitation, controlled management (gestion controlee).

We  consent to the  filing of this  opinion  as an  exhibit to the  Registration
Statement  and to the  reference  to our firm  appearing  and under the captions
"Limitations  on  Enforcement  of  Civil  Liabilities,"  "Description  of  Share
Capital" and  "Validity of  Securities"  in the  Prospectus  that is part of the
Registration  Statement  and under Item 8.  "Indemnification  of  Directors  and
Officers"  in the  Registration  Statement.  In giving this  consent,  we do not
thereby  admit that we are  within the  category  of  persons  whose  consent is
required  under  Section 7 of the Act, or the rules and  regulations  of the SEC
thereunder.

                                         Very truly yours,


                                         Elvinger, Hoss & Prussen


                                         /s/ Me Toinon Hoss

                                         By: Me Toinon Hoss