Abstract: An offshore system for laying a continuous length of pipe on the sea bottom from a pipe-carrying reel adapted to be mounted on a carrier vessel having an improved pipe handling and conditioning apparatus for working on the unspooled pipe. The improved apparatus includes a pipe straightener for imparting a reverse plastic bending moment to the unspooled pipe passing therethrough, and which comprises at least two pairs of pipe support rollers, each pair being aligned along the pipe path and mounted for rotational movement about respective rotational axes normal to the pipe path and parallel to the plane of the deck of the carrier vessel, and for pivoting movement about a pivot axis located between and substantially parallel to the respective rotational axes.