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-5.1 - EX-5.1 - Noble Finance Co | h74528exv5w1.htm |
EX-5.2 - EX-5.2 - Noble Finance Co | h74528exv5w2.htm |
Exhibit 8.1
Our ref BMC/609308/19257719v3
Noble Holding International Limited
PO Box 309
Ugland House
KY1-1104
Grand Cayman
Cayman Islands
PO Box 309
Ugland House
KY1-1104
Grand Cayman
Cayman Islands
22 July 2010
Dear Sirs
Noble Holding International Limited (the Company)
We have acted as Cayman Islands counsel to the Company in connection with the issue and sale of
US$350 million aggregate principal amount of its 3.45% Senior Notes due 2015, US$500 million
aggregate principal amount of its 4.90% Senior Notes due 2020 and US$400 million aggregate
principal amount of its 6.20% Senior Notes due 2040 (the Notes) pursuant to the Indenture (the
Original Indenture) dated as of 21 November 2008 between the Company and The Bank of New York
Trust Company, N.A., as Trustee (the Trustee), and the Second Supplemental Indenture (the Second
Supplemental Indenture) to be dated as of 26 July 2010 by and among the Company, Noble Corporation
(Cayman Islands) (Noble Corporation) and the Trustee (the Original Indenture and Second
Supplemental Indenture are herein collectively referred to as the Indenture).
Under the Second Supplemental Indenture, Noble Corporation will guarantee, in general terms, the
principal of, premium, if any, interest on and all other payment obligations of the Company due
under the Indenture and the Notes (the Guarantee). The Notes will be three series of the
Companys senior debt securities, and the Guarantee will be a guarantee of Noble Corporation,
registered on a Registration Statement on Form S-3 (Registration No. 333-165403), as amended and
supplemented (the Registration Statement), filed by the Company and Noble Corporation with the
United States Securities and Exchange Commission (the Commission) under the Securities Act of
1933, as amended (the Securities Act).
1. Documents Reviewed
We have reviewed and relied on copies of such corporate records and other documents, including, but
not limited to, the Registration Statement, reviewed such matters of law and taken such steps, as
we have deemed necessary or appropriate for the purpose of this opinion.
2. Assumptions
Save as aforesaid we have not been instructed to undertake and have not undertaken any further
inquiry or due diligence in relation to the transaction the subject of this opinion. This opinion
is limited to (i) Cayman Islands law as currently applied by the Cayman Islands courts and (ii)
factual matters
known to us as at the date hereof and is given on the basis that it will be
governed by and construed in accordance with Cayman Islands law. We have not made any investigation
of, and do not express any opinion on, the law of any jurisdiction other than the Cayman Islands.
We have assumed that none of the opinions expressed below would be affected by the laws (including
public policy) of any jurisdiction outside the Cayman Islands.
3. Opinions
Based on the foregoing and having regard to such legal considerations as we deem relevant, we
hereby confirm that the discussion under the caption Cayman Islands Tax Considerations contained
in the prospectus supplement dated 21 July 2010 relating to the Notes as filed with the Commission
has been reviewed by us and represents our opinion, insofar as it consists of conclusions of law
and is subject to the assumptions, qualifications, and limitations set forth in that discussion,
with respect to the Cayman Islands tax consequences of the ownership and disposition of the Notes.
4. Disclosure
This opinion speaks as of its date and is strictly limited to the matters stated herein.
This opinion is given to you solely for use in connection with the offering of the Notes pursuant
to the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to
Noble Corporations Current Report on Form 8-K to be filed with the Commission on 23 July 2010, the
incorporation by reference of this opinion into the Registration Statement and the prospectus
supplement and to the use of our name under the captions Cayman Islands Tax Considerations in the
prospectus supplement and Legal Matters in the Registration Statement and the
prospectus supplement. In giving our consent, we do not thereby admit that we are in the category
of persons whose consent is required under Section 7 of the Securities Act or the Rules and
Regulations of the Commission thereunder.
Yours faithfully
/s/ Maples and Calder