<PAGE>
                  Exhibit 5 - Opinion of Conyers Dill & Pearman


                                                               August [__], 2000


Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C.  20549

Ladies and Gentlemen:


         RE:      Registration Statement on Form S-1 of Coastal Caribbean
                  Oils & Minerals Ltd.


         We have acted as special counsel in Bermuda to Coastal Caribbean Oils &
Minerals, Ltd. (the "Company") in connection with the filing with the Securities
and  Exchange   Commission  of  a  Registration   Statement  on  Form  S-1  (the
"Registration  Statement") under the Securities Act of 1933, as amended,  of the
United States of America  registering up to 10,000,000  shares (the "Shares") of
the Company with a par value of $0.12 per Share.

         For the purposes of giving this  opinion,  we have examined a facsimile
copy  of a draft  of the  Registration  Statement.  We have  also  reviewed  the
Memorandum  of  Association  and the  Bye-laws  of the  Company,  minutes of the
meetings of the Company and its Directors and such other documents and made such
enquiries  as to the  questions  of Bermuda law as we have deemed  necessary  in
order to render the opinion set forth below.

         We have assumed:

         1. the  genuineness and  authenticity  of all  signatures  and the
conformity  to the  originals of all copies  (whether or not certified) of all
documents reviewed by us and the authenticity and completeness of the originals
from which such copies were taken;

         2.  the capacity, power and authority of each of the parties to such
documents, other than the Company;

         3.  the due execution and delivery of such documents by each of the
parties thereto;

         4.  the accuracy and completeness of all factual statements,
representations and warranties made in such documents;

         5. 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;

         6.  the validity and binding effect of the Registration Statement under
the laws of the United State of America;

         7.  that the Registration Statement has been or will be duly filed with
the Securities and Exchange Commission;

         8.  that the Shares will be issued to persons who are regarded as non
resident in Bermuda for exchange control purposes;

         9.  that there is no improper purpose for the issue of the Shares; and

        10.  that due payment will be made for the Shares.

         We have made no  investigation of and express no opinion in relation to
the laws of any country  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 in connection with the filing of the Registration
Statement with the  Securities  and Exchange  Commission and is not to be relied
upon by any  other  person,  firm or entity or in  respect  of any other  matter
without our prior express consent in writing.

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

1.  the authorized capital of the Company is adequate to enable the Shares to be
issued.

2.  the Shares will, when issued and paid for in accordance with the
Registration Statement, be legally issued and credited as fully paid or non
assessable (meaning that no further sums will be payable by the person holding
the shares to the Company in respect of the Shares).



                                        Yours Faithfully,

                                        CONYERS DILL & PEARMAN


                                        By:_____________________________________