Attached files
| file | filename |
|---|---|
| EX-1.1 - UNDERWRITING AGREEMENT - Vantage Drilling CO | dex11.htm |
| EX-99.1 - PRESS RELEASE - Vantage Drilling CO | dex991.htm |
| EX-99.2 - PRESS RELEASE - Vantage Drilling CO | dex992.htm |
| 8-K - FORM 8-K - Vantage Drilling CO | d8k.htm |
Exhibit 5.1
Our ref MCR/636363/19260882v2
Vantage Drilling Company
PO Box 309
Ugland House
Grand Cayman
KY1-1104
Cayman Islands
26 July 2010
Dear Sirs
Vantage Drilling Company (the “Company”)
We have acted as Cayman Islands counsel to the Company in connection with the Company’s prospectus supplement (the “Prospectus Supplement”) under the United States Securities Act of 1933, as amended, (the “Act”), related to the Company’s shelf registration statement on Form S-3 (Registration Number. 333-159299) dated 13 July 2010 (the “Registration Statement”), including all amendments or supplements thereto, filed with the United States Securities and Exchange Commission (the “Commission”) under the Act and which relates to the issuance of up to 45,454,545 of the Company’s ordinary shares, par value US$0.001 per share (the “Ordinary Shares”), pursuant to an Underwriting Agreement dated as of 26 July 2010 (the “Underwriting Agreement”) between the Company and Jefferies & Company Inc and Johnson Rice & Company L.L.C., as representatives of the several underwriters listed therein (the “Underwriters”), in a firm commitment underwriting, together with up to 6,818,182 Ordinary Shares that may be issued by the Company pursuant to the Underwriters’ over-allotment option as described in the Prospectus Supplement.
| 1 | DOCUMENTS REVIEWED |
We have reviewed originals, copies, drafts or conformed copies of the following documents:
| 1.1 | the Certificate of Incorporation and the Memorandum and Articles of Association of the Company as registered or adopted on 14 November 2007 and the Amended and Restated Memorandum and Articles of Association of the Company as adopted on 21 December 2009; |
| 1.2 | an extract of resolutions approved by the board of directors of the Company dated 26 July 2010 (the “Resolutions”); |
| 1.3 | a Certificate of Good Standing issued by the Registrar of Companies in the Cayman Islands (the “Certificate of Good Standing”); |
| 1.4 | a certificate from a director of the Company (the “Director’s Certificate”); |
| 1.5 | the Prospectus Supplement; |
| 1.6 | the Registration Statement; and |
| 1.7 | the Underwriting Agreement. |
| 2 | ASSUMPTIONS |
The following opinion is given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion. This opinion only relates to the laws of the Cayman Islands which are in force on the date of this opinion. In giving this opinion we have relied (without further verification) upon the completeness and accuracy of the Director’s Certificate and the Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:
| 2.1 | copy documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals; |
| 2.2 | all signatures, initials and seals are genuine; and |
| 2.3 | the Company will receive money or money’s worth in consideration for the issue of the Ordinary Shares, and none of the Ordinary Shares were or will be issued for less than par value. |
Save as aforesaid we have not been instructed to undertake and have not undertaken any further enquiry or due diligence in relation to the transaction the subject of this opinion.
| 3 | OPINIONS |
Based upon, and subject to the foregoing assumptions and having regard to such legal considerations as we deem relevant, we are of the opinion that:
| 3.1 | The Company is an exempted company duly incorporated and validly existing and in good standing under the law of the Cayman Islands. |
| 3.2 | The Ordinary Shares to be issued by the Company pursuant to the Underwriting Agreement have been duly authorised for issue by the Company, and when issued by the Company against payment in full, of the consideration, in accordance with the Underwriting Agreement and duly registered in the Company’s register of members (shareholders), will be validly issued, fully-paid and non-assessable. |
Under Cayman Islands law, the register of members (shareholders) is prima facie evidence of title to shares and this register would not record a third party interest in such shares. However, there are certain limited circumstances where an application may be made to a Cayman Islands court for a determination on whether the register of members reflects the correct legal position. Further, the Cayman Islands court has the power to order that the register of members maintained by a company should be rectified where it considers that the register of members does not reflect the correct legal position. As far as we are aware, such applications are rarely made in the Cayman Islands, but if this were to occur in respect of the Company’s Ordinary Shares, then the validity of such shares may be subject to re-examination by a Cayman Islands court.
Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions the subject of this opinion.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the heading “Legal Matters” in the prospectus included in the Registration Statement. In providing our 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.
This opinion is limited to the matters detailed herein and is not to be read as an opinion with respect to any other matter.
Yours faithfully
MAPLES and CALDER