                        REVISED July 28, 2016

        IN THE UNITED STATES COURT OF APPEALS
                 FOR THE FIFTH CIRCUIT


                                No. 14-20589


PETROBRAS AMERICA, INCORPORATED; CERTAIN UNDERWRITERS
AT LLOYD'S, LONDON AND INSURANCE COMPANIES SUBSCRIBING
TO POLICY NO. B0576/JM12318,

            Plaintiffs - Appellants

v.

VICINAY CADENAS, S.A.,

            Defendant - Appellee



                Appeal from the United States District Court
                     for the Southern District of Texas


                            Opinion on Rehearing
Before JOLLY, JONES, and BENAVIDES, Circuit Judges.
PER CURIAM:
      The panel hereby clarifies its previous opinion, Petrobras Am., Inc. v.
Vicinay Cadenas, 815 F.3d 211 (5th Cir. 2016), as follows.
      The holding announced in Part I of the panel’s opinion, concluding that
the Underwriters did not waive their choice of law argument under the Outer
Continental Shelf Lands Act (“OCSLA”), necessarily depended upon the
unique statutory scheme created by OCSLA.        Through OCSLA, Congress
legislated the trichotomy of federal law, state law, and residual maritime law
                                  No. 14-20589
for disputes arising on the Outer Continental Shelf. See Rodrigue v. Aetna
Cas. & Sur. Co., 395 U.S. 352, 355, 89 S. Ct. 1835 (1969) (“the purpose of the
[OCSLA] was to define a body of law applicable to the seabed, the subsoil and
the fixed structures such as those in question here on the Outer Continental
Shelf.”). And Section 1333(a) of OCSLA “supersede[s] the normal choice of law
rules that the forum would apply.” In re DEEPWATER HORIZON, 745 F.3d
157, 166 (5th Cir. 2014) (citing Gulf Offshore Co. v. Mobil Oil Corp., 453 U.S.
473, 480–81, 101 S. Ct. 2870 (1981)). Consequently, our holding does not
address waiver of a choice of law argument outside of the OCSLA context and
does not disturb authorities holding that, in other contexts, a choice of law
argument may be waived.
       In re HECI Exploration Corp., 862 F.2d 513, 520 (5th Cir. 1988), the
case cited by the petition for rehearing en banc for the proposition that the
panel’s opinion creates an intra-circuit conflict, is emblematic of such non-
OCSLA authority. HECI is distinguishable for a multitude of reasons: because
it is based on ERISA law, involved a preemption defense, and is by its own
terms confined to its facts.     Indeed, the HECI panel emphasized that it
“announce[d] no general principle regarding the proper course of conduct for
an appellate court confronted with a situation in which the parties fail to argue
the applicable federal law in a federally preempted area such as ERISA.” Id.
at 526.   Furthermore, the HECI holding was “necessarily colored by [the
panel’s] position” as a “second-level appellate court” reviewing a bankruptcy
court decision, id., which is, of course, not the case here.
      Finally, this appeal arises in admiralty in an interlocutory posture
because the choice of law argument was raised in a motion for leave to amend
a complaint, and a claim technically remains pending before the district court.
Consequently, the panel opinion does not opine on different scenarios, such as


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where a party raises a choice of law argument under OCSLA for the first time
after trial and judgment.




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