Exhibit 15.1



Report of Independent Registered Public Accounting Firm



To EPIC JV

We have audited the accompanying Balance Sheet
of EPIC JV as at 30 November 2004 and the related statements of income, equity, and cash flows for the year ended 30 November 2004. These financial statements are the responsibility of EPIC JV management. Our responsibility is to express an opinion
on the financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. EPIC JV is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. Our audit included consideration of the internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances but not for the
purpose of expressing an opinion on the effectiveness of EPIC JV internal control over financial reporting. Accordingly we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, such Financial Statements present fairly, in all material respects, the financial position of EPIC JV as at 30
November 2004, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.



/s/ Deloitte

Deloitte Statsautoriserte Revisorer AS

Stavanger, Norway

6 April 2005



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EPIC JV

BALANCE SHEET

as of 30 November

(All figures in 1000 NOK)



|                                           |  |       |  |             |  |      
|------------------------------------------ |  | ----- |  | ----------- |  | -----
|                                           |  | Notes |  | 2005        |  | 2004 
|                                           |  |       |  | (unaudited) |  |      
|ASSETS                                     |  |       |  |             |  |      
|Current assets                             |  |       |  |             |  |      
|Cash and cash equivalents                  |  | 4     |  | 0           |  | 1,630
|Trade Receivables                          |  | 3     |  | 0           |  | 2,820
|Receivables due from related parties       |  | 8     |  | 0           |  | 0    
|Other Current Assets                       |  |       |  | 0           |  | 142  
|                                           |  |       |  |             |  |      
|Total current assets                       |  |       |  | 0           |  | 4,592
|                                           |  |       |  |             |  |      
|Total assets                               |  |       |  | 0           |  | 4,592
|                                           |  |       |  |             |  |      
|LIABILITIES & EQUITY                       |  |       |  |             |  |      
|Current Liabilities                        |  |       |  |             |  |      
|Accounts payable                           |  | 5     |  | 0           |  | 0    
|Accrued liabilities                        |  | 5     |  | 0           |  | 1,936
|Short-term payables due to related parties |  | 8     |  | 0           |  | 1,406
|                                           |  |       |  |             |  |      
|Total current liabilities                  |  |       |  | 0           |  | 3,342
|                                           |  |       |  |             |  |      
|Commitments and contingencies              |  | 9     |  | 0           |  | 0    
|Equity                                     |  |       |  |             |  |      
|Undistributed net income                   |  |       |  | 0           |  | 1,250
|                                           |  |       |  |             |  |      
|Total equity                               |  |       |  | 0           |  | 1,250
|                                           |  |       |  |             |  |      
|Total Liabilities and equity               |  |       |  | 0           |  | 4,592
|                                           |  |       |  |             |  |      

The accompanying notes to the financial statements are an integral part of these financial
statements



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EPIC JV

STATEMENT OF OPERATIONS

For the year ended 30 November

(All figures in 1000 NOK)



|                                              |  |       |  |             |  |        
|--------------------------------------------- |  | ----- |  | ----------- |  | -------
|                                              |  | Notes |  | 2005        |  | 2004   
|                                              |  |       |  | (unaudited) |  |        
|Net operating revenue                         |  |       |  | 1,953       |  | 350,263
|                                              |  |       |  |             |  |        
|Operating Expenses                            |  | 6     |  | 567         |  | 241,906
|                                              |  |       |  |             |  |        
|Total Operating expenses                      |  |       |  | 567         |  | 241,906
|                                              |  |       |  |             |  |        
|Gross Profit                                  |  |       |  | 1,386       |  | 108,357
|                                              |  |       |  |             |  |        
|Interest income                               |  |       |  | 36          |  | 207    
|Foreign currency exchange (losses)/gains, net |  |       |  | 0           |  | 0      
|Interest Cost                                 |  |       |  | 0           |  | 0      
|                                              |  |       |  |             |  |        
|Net Finance cost/income                       |  |       |  | 36          |  | 207    
|                                              |  |       |  |             |  |        
|Income before income taxes                    |  |       |  | 1,422       |  | 108,564
|                                              |  |       |  |             |  |        
|Income tax provision                          |  |       |  | 0           |  | 0      
|Net income                                    |  |       |  | 1,422       |  | 108,564
|                                              |  |       |  |             |  |        

The accompanying notes to the financial statements are an integral part of these financial
statements



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EPIC JV

STATEMENT OF CASH FLOWS

For the year ended 30 November

(All amounts in NOK 1.000)



|                                                     |  |       |  |             |   |  |          |  
|---------------------------------------------------- |  | ----- |  | ----------- | - |  | -------- | -
|                                                     |  | Notes |  | 2005        |   |  | 2004     |  
|                                                     |  |       |  | (unaudited) |   |  |          |  
|Cash flows provided by operating activities:         |  |       |  |             |   |  |          |  
|Net income                                           |  |       |  | 1,422       |   |  | 108,564  |  
|Decrease (increase) in trade receivables             |  |       |  | 2,820       |   |  | (2,820   | )
|Decrease (increase) in other current assets          |  |       |  | 142         |   |  | (142     | )
|(Decrease) increase in accounts payable              |  |       |  | (1,406      | ) |  | 1,406    |  
|(Decrease) increase in other short term receivables  |  |       |  | (1,936      | ) |  | 1,936    |  
|                                                     |  |       |  |             |   |  |          |  
|Net cash provided by operating activities            |  |       |  | 1,042       |   |  | 108,944  |  
|                                                     |  |       |  |             |   |  |          |  
|Cash flows provided by investing activities          |  |       |  |             |   |  |         |  
|Cash flows used in financing activities              |  |       |  |             |   |  |         |  
|Distributions to JV partners                         |  |       |  | (2,672      | ) |  | (107,314 | )
|                                                     |  |       |  |             |   |  |          |  
|Net cash used in financing activities                |  |       |  | (2,672      | ) |  | (107,314 | )
|                                                     |  |       |  |             |   |  |          |  
|Net (decrease) increase in cash and cash equivalents |  |       |  | (1,630      | ) |  | 1,630    |  
|Cash and cash equivalents at beginning of year       |  |       |  | 1,630       |   |  |         |  
|                                                     |  |       |  |             |   |  |          |  
|Cash and cash equivalents at end of year             |  |       |  |            |   |  | 1,630    |  
|                                                     |  |       |  |             |   |  |          |  

The accompanying notes to the financial statements are an integral part of these financial
statements



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EPIC JV

STATEMENT OF PARTNERS EQUITY

For the year ended 30 November

(All figures in 1000 NOK)



|                                         |  |       |  |                  |   |  |                      |   |  |                    
|---------------------------------------- |  | ----- |  | ---------------- | - |  | -------------------- | - |  | -------------------
|                                         |  | Notes |  | Retainedearnings |   |  | TotalPartnersequity |   |  | ComprehensiveIncome
|Balance, 30 November 2003                |  |       |  | 0                |   |  | 0                    |   |  |                    
|Net Income for the year                  |  |       |  | 108,564          |   |  | 108,564              |   |  | 108,564            
|Distribution to JV Partners              |  |       |  | (107,314         | ) |  | (107,314             | ) |  |                    
|                                         |  |       |  |                  |   |  |                      |   |  |                    
|Balance 30 November 2004                 |  |       |  | 1,250            |   |  | 1,250                |   |  |                    
|                                         |  |       |  |                  |   |  |                      |   |  |                    
|Net income for the year (unaudited)      |  |       |  | 1,422            |   |  | 1,422                |   |  | 1,422              
|Distributions to JV Partners (unaudited) |  |       |  | (2,672           | ) |  | (2,672               | ) |  |                    
|                                         |  |       |  |                  |   |  |                      |   |  |                    
|Balance, 30 November 2005                |  |       |  | 0                |   |  | 0                    |   |  |                    
|                                         |  |       |  |                  |   |  |                      |   |  |                    

The accompanying notes to the financial statements are an integral part of these financial
statements



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Notes to the financial statements

All amounts are presented in thousands of Norwegian Kroner (NOK) unless stated otherwise.

1. Description of the business

The Epic Joint Venture (The JV), was formed on 28 October 2003, upon signing of a
co-operation agreement between Stolt Offshore S.A. and Subsea 7 Norway. The JV provides sub sea services to customers in the Norwegian sector of the North Sea. The JV only commenced operations during the 2004 fiscal year. These financial statements
cover fiscal years 2005 and 2004.

2. Accounting Policies

Going Concern

The financial statements have been prepared on the basis that the JV is a going concern. Since the JV was
established for the purpose of a specific project, its activities will be wound up following completion of the project and settlement of all outstanding balances between the JV and its two partners. The main operational activities were finalized
late in the 2004 fiscal year.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities as at the dates of the financial statements and reported amounts of revenues and expenses during the year. In the preparation of these financial Statements, estimates and assumptions have been made by
management including costs to complete projects, an assessment of percentage-of-completion of projects, recognition of revenue in respect of variation orders and claims, provisions necessary for trade receivables, provisions for legal disputes,
assessment of the probability of occurrence of hedged transactions and other similar evaluations. Actual results could differ from those estimates.

Revenue Recognition

Long-term contracts are accounted for using the percentage-of-completion method. The JV applies
Statement of Position 81-1 Accounting for Performance of Certain Construction-Type Projects. Revenue and gross profit are recognized each period based upon the advancement of the work-in-progress unless the stage of completion is
insufficient to enable a reasonably certain forecast of gross profit to be established. In such cases, no gross profit is recognized during the period. The percentage-of-completion is calculated based on the ratio of costs incurred to date to total
estimated costs. The percentage-of-completion method requires the JV to make reasonably dependable estimates of progress toward completion of such contracts and contract costs. Provisions for anticipated losses are made in the period in which they
become known.



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Recognition of Provisions for Contingencies

The JV, in the ordinary course of business, is subject to various claims, suits and complaints. Management, in consultation with internal and external
advisers, will provide for a contingent loss in the financial statements if it is probable that a liability has been incurred at the date of the financial statements and the amount of the loss can be reasonably estimated. In accordance with SFAS
No. 5 Accounting for Contingencies, as interpreted by FASB Interpretation No. 14 Reasonable Estimation of the Amount of a Loss, if the JV has determined that the reasonable estimate of the loss is a range and that
there is no best estimate within the range, the JV will provide the lower amount of the range.

The JV also provides for warranty costs
arising in relation to its long-term contracts if they qualify for recognition in accordance with SFAS No. 5, as detailed above. At the conclusion of each project, an assessment is made of the areas where potential claims may arise under the
contract warranty clauses. Where a specific risk is identified and the potential for a claim is assessed as probable and can be reasonably estimated, an appropriate warranty provision is recorded. Warranty provisions are eliminated at the end of the
warranty period except where warranty claims are still outstanding.

Operating Expenses

The JV does not have any employees. All managerial and project - related services are performed by employees of the respective JV partners. See note 8,
Related Parties.

Cash and Cash Equivalents

Cash and cash equivalents comprises cash held at bank accounts.

Inventory

The JV holds no inventory.

Income Taxes

The JV is not required to account for income taxes, as all income taxes are incurred by the Partners and accounted for at their level.

Foreign Currency Translation

The JV operates
primarily in a NOK economic environment given the nature of its business. As a result, the JVs reporting currency and functional currency is the NOK.

Assets and liabilities denominated in foreign currencies are translated at the exchange rate in effect at the balance sheet date. Revenues and expenses are translated at the exchange rates which approximate the
average exchange rates prevailing during the period. Exchange gains and losses resulting from transactions denominated in a currency other than that of the functional currency are included in Foreign currency



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exchange gains (losses), net in the accompanying consolidated Statements of Operations.

3. Trade Receivables

There were no unbilled receivables included in trade receivables as at
30 November 2005, (30 November, 2004: NOK 2,820).

As at 30 November 2004, no material amounts were included under trade
receivables that were under dispute.

Concentration of Credit Risk

Substantially all of the JVs trade account receivables are from companies in the oil and gas exploration and production sector. The JV performs ongoing credit evaluations of its customers financial
condition and limits the amount of credit extended when deemed necessary but generally requires no collateral.

As at 30 November
2004, accounts receivable include NOK 2,820 million in respect of the largest customer.

4. Bank Overdraft and Lines of Short-term Credit

The JV has no bank overdrafts or lines of short term credit.

5. Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities comprise the
following:



|                              |  |             |  |        
|----------------------------- |  | ----------- |  | -------
|As at 30 November(in 000 NOK) |  | 2005NOK     |  | 2004NOK
|                              |  | (unaudited) |  |        
|Invoice accruals              |  | 0           |  | 1,936  
|Trade payables                |  | 0           |  | 1,406  
|                              |  |             |  |        
|Total                         |  | 0           |  | 3,342  
|                              |  |             |  |        

6. Operating Leases

The JV has not entered into any operating leases. All assets used for performing services under the contract, are provided by the two partners and charges to the JV based on an agreed daily rate. See note 8, Related
parties.

7. Fixed Assets

The JV did
not own, lease or otherwise hold any fixed assets. All assets used for performing services under the contract, are provided by the two partners and charges to the JV were based on an agreed daily Blue book rate.



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8. Related Parties

Related party transactions included the following charges paid to/received from the JV Partners as follows:



|                                            |             |      |                 |      |           |        |                 |       
|------------------------------------------- | ----------- | ---- | --------------- | ---- | --------- | ------ | --------------- | ------
|For the year ending 30 NovemberMillions NOK |             | 2005 |                 | 2004
|                                            | (unaudited) |      |                 |      |          
|                                            | Acergy AS   |      | Subsea 7 Norway |      | Acergy AS |        | Subsea 7 Norway
|Purchases                                   |             | 158  |                 | 31   |           | 27     |                 | 60,161
|Management                                  |             | 89   |                 | 156  |           | 4,679  |                 | 14,338
|Engineering                                 |             | 0    |                 | 0    |           | 2,635  |                 | 7,346 
|Project related services                    |             | 0    |                 | 19   |           | 77,783 |                 | 70,704
|Administrative & General                    |             | 114  |                 | 0    |           | 125    |                 | 4,108 

Purchases relate to equipment, supplies and consumables which were bought for the JV by Subsea 7
Norway. The prices charged to the JV by the partners in respect of these services are as defined in the JV agreement and/or customer contract.

Project related services are mainly related to provision of vessels, other operational equipment and offshore crew from the two JV partners.

9. Commitments and Contingencies

In the course of its business, the JV may become involved in contract disputes due to the
nature of its activities. The JV makes provisions to cover the expected risk of loss to the extent that negative outcomes are likely and reliable estimates can be made. However, the final outcomes of these contract disputes are subject to
uncertainties as to whether or not they develop into a formal legal action and therefore the resulting liabilities may exceed the liability the JV may anticipate. The JV has no outstanding disputes with the client, the partners or any other parties,
and has accordingly made no provision as at the balance sheet date.

10. Guarantees

The JV has not provided any guarantees.

11. Subsequent
events

The last meeting with the customer was held in December 2004. The JV ceased activities and all outstanding commitments cleared
in March 2005. The JV was established to provide subset services for customers in Norway: The project was finalised in 2004 and the partners have decided to disband the JV during the 2006 fiscal year.