<PAGE>
 
in their reports appearing therein, and are included herein in reliance upon the
authority of said firm as experts in accounting and auditing in giving said
reports.

          The consolidated financial statements of Tidewater and its
subsidiaries as of March 31, 1993 and 1992 and for each of the years in the
three-year period ended March 31, 1993 included in the Company's Annual Report
on Form 10-K, which are incorporated into this Prospectus by reference, have
been audited by KPMG Peat Marwick, independent certified public accountants, and
are included herein in reliance upon the authority of such firm as experts in
accounting and auditing.

          The estimates of proved reserves of oil and gas and related estimates
of future net revenues and present value thereof as of September 30, 1993, 1992
and 1991 from the reports of Huddleston & Co., Inc., included in the Company's
Annual Report on Form 10-K, are incorporated into this Prospectus by reference,
and all such information has been so included in reliance on the authority of
such firm as experts regarding the matters contained in their report.

                                 LEGAL OPINIONS

         Certain legal matters in connection with the Common Stock offered
hereby have been passed upon for the Company by Joseph L. von Rosenberg II,
Esq., Associate General Counsel of the Company. Mr. von Rosenberg owns options
to acquire 100,000 shares of Common Stock granted under Zapata's 1990 Stock
Option Plan.

                                       31