Attached files
file | filename |
---|---|
8-K - FORM 8-K - Valaris Ltd | d82663e8vk.htm |
EX-4.4 - EX-4.4 - Valaris Ltd | d82663exv4w4.htm |
EX-99.1 - EX-99.1 - Valaris Ltd | d82663exv99w1.htm |
Exhibit 5.1
[LETTERHEAD
OF BAKER & MCKENZIE LLP]
May 31, 2011
Ensco plc
6 Chesterfield Gardens
London England W1J 5BQ
6 Chesterfield Gardens
London England W1J 5BQ
Ladies and Gentlemen,
We have acted as U.S. securities counsel to Ensco plc, a public limited company organized under
English law (the Company), in connection with the preparation of the consent solicitation
statement/prospectus supplement, dated May 6, 2011 (the Consent Solicitation Statement), to the
prospectus (the Prospectus) included in the Companys Post-Effective Amendment No. 3 to the
Registration Statement on Form S-3, Reg. No. 333-156705 (the Registration Statement), filed with
the United States Securities and Exchange Commission (the Commission) under the United States
Securities Act of 1933, as amended (the Securities Act), on May 6, 2011, relating to the issuance
by the Company of an unconditional and irrevocable guarantee of the prompt payment, when due, of
any amount owed to the holders of (i) 8.500% Senior Notes due 2019 issued by the Pride
International, Inc. , a Delaware corporation (Pride), (ii) 6.875% Senior Notes due 2020 issued by
Pride and (iii) 7.875% Senior Notes due 2040 issued by Pride (collectively, the Pride Notes), in
each case under the Indenture, dated as of July 1, 2004 (as supplemented on June 2, 2009, August 6,
2010 and on May 31, 2011, the Indenture), by and among Pride, the Company and The Bank of New
York Mellon, as trustee.
In reaching the conclusions expressed herein, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of (i) the current articles of association of the Company
(the Articles), (ii) resolutions adopted by the board of directors of the Company, (iii) the
Indenture including the Fourth Supplemental Indenture by and among the Company, Pride and The Bank
of New York Mellon, as trustee, (iv) the Guarantee by the Company, dated May 31, 2011 (the
Guarantee), (v) the Registration Statement, (vi) the Prospectus and the Prospectus Supplement,
and (vii) such other certificates, statutes and other instruments and documents as we considered
appropriate for purposes of the opinions hereafter expressed.
As to any facts material to our opinion, we have made no independent investigation of such facts
and have relied, to the extent that we deem such reliance proper, upon certificates of public
officials and officers or other representatives of the Company.
In rendering the opinions set forth below, we have assumed that (i) all information contained in
all documents reviewed by us is true and correct, (ii) all signatures on all documents examined by
us are genuine, (iii) all documents submitted to us as originals are authentic and all documents
submitted to us as copies conform to the originals of those documents, (iv) each natural person
signing any document reviewed by us had the legal capacity to do
so, and (v) each person signing in a representative capacity (other than on behalf of the Company) any
document reviewed by us had authority to sign in such capacity.
Based on the foregoing, we are of the opinion that:
1. The Guarantee has been duly authorized by the Company and, when executed and delivered by the
Company in the manner contemplated by the Indenture, the Guarantee will be a valid and binding
obligation of the Company, enforceable against the Company in accordance with its terms, except as
enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer or conveyance,
reorganization, receivership, moratorium and similar laws of general applicability relating to or
affecting creditors rights and by general equitable principles (regardless as of whether such
enforceability is considered in a proceeding in equity or at law), and will be validly issued and
outstanding.
The opinions expressed herein are limited to the federal laws of the United States of America and
the laws of the State of New York. This opinion letter is limited to the matters stated herein,
and no opinion is implied or may be inferred beyond the matters expressly stated. This opinion is
rendered as of the date hereof, and this firm disclaims any duty to advise you regarding any
changes in, or otherwise communicate with you with respect to, the matters addressed herein after
the date hereof.
This opinion letter may be filed or incorporated by reference as an exhibit to the Registration
Statement. Consent is also given to the reference to this firm under the caption Legal Matters
in the Registration Statement. In giving this consent, this firm does not thereby admit that it
comes within the category of persons whose consent is required under Section 7 of the Securities
Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Baker & McKenzie LLP
Baker & McKenzie LLP