Attached files
file | filename |
---|---|
8-K - FORM 8-K - Noble Finance Co | h74528e8vk.htm |
EX-1.1 - EX-1.1 - Noble Finance Co | h74528exv1w1.htm |
EX-8.1 - EX-8.1 - Noble Finance Co | h74528exv8w1.htm |
EX-5.2 - EX-5.2 - Noble Finance Co | h74528exv5w2.htm |
Exhibit
5.1
ONE SHELL PLAZA
910 LOUISIANA
HOUSTON, TEXAS
77002-4995
910 LOUISIANA
HOUSTON, TEXAS
77002-4995
TEL +1 713.229.1234
FAX +1 713.229.1522
www.bakerbotts.com
FAX +1 713.229.1522
www.bakerbotts.com
ABU DHABI
AUSTIN
BEIJING
DALLAS
DUBAI
HONG KONG
HOUSTON
LONDON
MOSCOW
NEW YORK
PALO ALTO
RIYADH
WASHINGTON
AUSTIN
BEIJING
DALLAS
DUBAI
HONG KONG
HOUSTON
LONDON
MOSCOW
NEW YORK
PALO ALTO
RIYADH
WASHINGTON
July 23, 2010
066821.0254
Noble Corporation (Cayman Islands)
Noble Holding International Limited
c/o Noble Corporation
Suite 3D Landmark Square
64 Earth Close
Grand Cayman, Cayman Islands, BWI
Noble Holding International Limited
c/o Noble Corporation
Suite 3D Landmark Square
64 Earth Close
Grand Cayman, Cayman Islands, BWI
Ladies and Gentlemen:
As set forth in the Registration Statement on Form S-3 (Registration No. 333-165403) (the
Registration Statement) filed with the Securities and Exchange Commission (the
Commission) by Noble Corporation, a Cayman Islands exempted company limited by shares
(Noble-Cayman), and Noble Holding International Limited, a Cayman Islands exempted
company limited by shares (NHIL), under the Securities Act of 1933, as amended (the
Act), relating to, among other things, (i) unsecured senior debt securities of
Noble-Cayman and unsecured subordinated debt securities of Noble-Cayman, together with related
guarantees, and (ii) unsecured senior debt securities of NHIL and unsecured subordinated debt
securities of NHIL, together with related guarantees, certain legal matters in connection with the
Notes and the Guarantee (each as defined below) are being passed upon for you by us. At your
request, this opinion is being furnished to you for filing as Exhibit 5.1 to Noble-Caymans Current
Report on Form 8-K to be filed with the Commission on the date hereof (the Form 8-K).
The Registration Statement has been filed with the Commission and became effective on March
24, 2010. A related prospectus dated March 24, 2010, as supplemented by a prospectus supplement
dated July 21, 2010 (as so supplemented, the Prospectus) relating to the Notes (as
defined below), has been filed by NHIL and Noble-Cayman with the Commission pursuant to Rule 424(b)
under the Act. On July 21, 2010, Noble-Cayman and NHIL entered into an
Underwriting Agreement (the Underwriting Agreement) with the underwriters named
therein (the Underwriters) providing for the issuance and sale by NHIL to the
Underwriters of $350 million aggregate principal amount of NHILs 3.45% Senior Notes due 2015 (the
2015 Notes), $500 million aggregate principal amount of NHILs 4.90% Senior Notes due
2020 (the 2020 Notes) and $400 million aggregate principal amount of NHILs 6.20% Senior
Notes due 2040 (collectively with the 2015 Notes and the 2020 Notes, the Notes), all to
be fully and unconditionally guaranteed (the Guarantee) by Noble-Cayman, as guarantor
(the Guarantor).
The opinions set forth herein relate only to certain matters regarding the Notes and the
Guarantee. Maples and Calder, Cayman Islands counsel to NHIL and Noble-Cayman, has delivered its
opinion relating to certain additional matters regarding the Notes and the Guarantee, which opinion
is to be filed as Exhibit 5.2 to the Form 8-K.
- 2 -
July 23, 2010
In our capacity as your counsel in the connection referred to above, we have examined (a) the
Registration Statement, (b) the Prospectus, (c) the Indenture dated as of November 21, 2008 between
NHIL and The Bank of New York Mellon Trust Company, N.A., as trustee, (the Base
Indenture), and (d) a form of Second Supplemental Indenture among NHIL, the Guarantor and The
Bank of New York Trust Company, N.A., as trustee, as described in the Prospectus (the
Supplemental Indenture, and together with the Base Indenture, the Indenture),
pursuant to which the Notes will be issued. We have also examined originals, or copies certified
or otherwise identified, of such corporate records, agreements, documents and other instruments and
have made such other investigations as we have deemed relevant and necessary in connection with the
opinions hereinafter set forth. As to questions of fact material to such opinions, we have relied
upon certificates or comparable documents of public officials and of officers and representatives
of NHIL and the Guarantor. In connection with such opinions, we have assumed that (i) the Base
Indenture has been duly authorized, executed and delivered by NHIL and the Trustee and represents a
legal, valid and binding obligation of the Trustee, (ii) the Supplemental Indenture has been or
will be duly authorized, executed and delivered by NHIL, the Guarantor and the Trustee and will
represent a legal, valid and binding obligation of the Trustee, and (iii) NHIL and the Guarantor
have the corporate power and authority to enter into the Supplemental Indenture, as applicable, and
issue and sell the Notes and the Guarantee, respectively.
Based upon and subject to the foregoing, we are of the opinion that the Notes, when they have
been duly authorized, executed, authenticated, issued and delivered in accordance with the
provisions of the Indenture and duly purchased and paid for in accordance with the terms of the
Underwriting Agreement, will constitute legal, valid and binding obligations of NHIL and will be
entitled to the benefits of the Indenture, and the Guarantee will constitute the legal, valid and
binding obligation of the Guarantor, enforceable in each case against NHIL and the Guarantor, as
the case may be, in accordance with their respective terms, except as the enforceability thereof is
subject to the effect of (i) any applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer or conveyance or other laws relating to or affecting creditors rights
generally and (ii) general principles of equity and public policy (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
The opinions set forth above are limited in all respects to matters of the law of the State of
New York and applicable United States federal law.
We hereby consent to the filing of this opinion of counsel as Exhibit 5.1 to the Form 8-K. We
also consent to the reference to our Firm under the heading Legal Matters in the Prospectus. In
giving this consent, we do not thereby admit that we are in the category of persons whose consent
is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Baker Botts L.L.P.