EX-5.1 4 h65364exv5w1.htm EX-5.1 exv5w1
Exhibit 5.1
8 January 2009
         
Weatherford International Ltd.
  DIRECT LINE:   441-298-7871
515 Post Oak Boulevard
  E-MAIL:   paul.nystrom@conyersdillandpearman.com
Suite 600
  OUR REF:   PEN/aeb/336815/corpdocs273447
Houston, Texas 77027
  YOUR REF:    
U.S.A.
       
Dear Sirs
Weatherford International Ltd. (the “Company”)
We have acted as special legal counsel in Bermuda to the Company in connection with its post-effective amendment No. 1 to its registration statement on Form S-3 (Registration No. 333-135244) filed with the U.S. Securities and Exchange Commission (the “Commission”) on 5 January 2009 (as amended, the “Registration Statement”), relating to the registration under the U.S. Securities Act of 1933, as amended (the “Act”), and the offering by the Company, of an aggregate of US$1,000,000,000 in principal amount of 9.625% senior notes of the Company due 2019 (the “2019 Notes”) and an aggregate of US$250,000,000 in principal amount of 9.875% senior notes of the Company due 2039 (the “2039 Notes”), with each of the 2019 Notes and the 2039 Notes being issued in the form of a global note (collectively, the “Notes”).
For the purposes of giving this opinion, we have examined electronic copies of the following documents:
(i)   the Registration Statement;
 
(ii)   the final base prospectus forming part of the Registration Statement dated 5 January 2009 and filed with the Commission on 5 January 2009 (the “Base Prospectus”);
 
(iii)   a preliminary prospectus supplement forming part of the Registration Statement dated 5 January 2009 and filed with the Commission on 5 January 2009 (the “Preliminary Supplement”);
 
(iv)   a final prospectus supplement forming part of the Registration Statement dated 5 January 2009 and filed with the Commission on 6 January 2009 (the “Final Prospectus Supplement”);
 
(v)   an issuer free writing prospectus in the form of a final term sheet dated 5 January 2009 and filed with the Commission on 5 January 2009 (the “Final Term Sheet”);

 


 

(vi)   an indenture between the Company, Weatherford International, Inc. and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”) dated as of 1 October 2003 (the “Indenture”);
 
(vii)   a second supplemental indenture between the Company, Weatherford International Inc. and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”) dated as of 8 January 2009 (the “Second Supplemental Indenture”); and
 
(viii)   the Notes dated 8 January 2009.
The documents listed in items (vi) through (viii) above are herein sometimes collectively referred to as the “Documents” and the documents listed in items (i) through (v) above are herein sometimes collectively referred to as the “Disclosure Documents”. Each of the terms 2019 Notes, 2039 Notes, Registration Statement, Notes, Base Prospectus, Preliminary Supplement, Final Prospectus Supplement, Final Term Sheet, Indenture, Second Supplemental Indenture, Documents and Disclosure Documents does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto.
We have also reviewed the memorandum of association and the bye-laws of the Company, each certified by the Secretary of the Company on 8 January 2009, minutes of a meeting of its shareholders held on 9 May 2006, certified extracts from minutes of meetings of its board of directors held on 3 September 2003, 9 May 2006 and 8 December 2008, and minutes of a meeting of the Pricing Committee of its board of directors held on 5 January 2009 (collectively, the “Minutes”), an officer’s certificate executed by the Senior Vice President and Chief Financial Officer of the Company dated 8 January 2009 pursuant to sections 1.3, 1.4, 2.1 and 3.1 of the Indenture, a copy of a letter to the Company from the Bermuda Monetary Authority dated 15 May 2002 granting permission for the issue and transfer of the Company’s loan notes, subject to the conditions set out therein, and such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.
We have assumed (a) the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken, (b) that where a document has been examined by us in draft or unexecuted form, it will be or has been executed and/or filed in the form of that draft or unexecuted form, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention, (c) the capacity, power and authority of each of the parties to the Documents, other than the Company, to enter into and perform its respective obligations under the Documents, (d) the due execution of the Documents by each of the parties thereto, other than the Company, and the physical delivery thereof by the Company with an intention to be bound thereby, (e) that the Notes will be or have been duly authenticated by the Trustee, (f) the accuracy and completeness of all factual representations made in the Disclosure Documents and the Documents and other documents reviewed by us, (g) that the resolutions contained in the Minutes were passed at one or more duly convened, constituted and quorate meetings or by unanimous written resolutions, remain in full force and effect and have not been rescinded or amended, (h) that the Company is entering into the Documents pursuant to its

 


 

business of acting as a holding company, (i) that there is no provision of the law of any jurisdiction, other than Bermuda, which would have any implication in relation to the opinions expressed herein, (j) the validity and binding effect under the laws of the State of New York (the “Foreign Laws”) of the Documents in accordance with their respective terms, (k) the validity and binding effect under the Foreign Laws of the submission by the Company pursuant to the Indenture to the jurisdiction of any federal or state court located in the Borough of Manhattan in the City of New York, New York (the “Foreign Courts”), (l) that none of the parties to the Documents has carried on or will carry on activities, other than the performance of its obligations under the Documents, which would constitute the carrying on of investment business in or from within Bermuda and that none of the parties to the Documents, other than the Company, will perform its obligations under the Documents in or from within Bermuda, and (m) that on the date of entering into the Documents the Company is and after entering into the Documents will be able to pay its liabilities as they become due.
The obligations of the Company under the Documents (a) will be subject to the laws from time to time in effect relating to bankruptcy, insolvency, liquidation, possessory liens, rights of set off, reorganisation, amalgamation, moratorium or any other laws or legal procedures, whether of a similar nature or otherwise, generally affecting the rights of creditors, (b) will be subject to statutory limitation of the time within which proceedings may be brought, (c) will be subject to general principles of equity and, as such, specific performance and injunctive relief, being equitable remedies, may not be available, (d) may not be given effect to by a Bermuda court, whether or not it was applying the Foreign Laws, if and to the extent they constitute the payment of an amount which is in the nature of a penalty and not in the nature of liquidated damages, (e) may not be given effect by a Bermuda court to the extent that they are to be performed in a jurisdiction outside Bermuda and such performance would be illegal under the laws of that jurisdiction. Notwithstanding any contractual submission to the jurisdiction of specific courts, a Bermuda court has inherent discretion to stay or allow proceedings in the Bermuda courts.
We express no opinion as to the enforceability of any provision of the Documents which provides for the payment of a specified rate of interest on the amount of a judgment after the date of judgment or which purports to fetter the statutory powers of the Company. In this opinion, “9.625% senior notes of the Company” means “9.625% senior debt of the Company,” and 9.875% senior notes of the Company” means “9.875% senior debt of the Company”.
We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than Bermuda. This opinion is to be governed by and construed in accordance with the laws of Bermuda and is limited to and is given on the basis of the current law and practice in Bermuda. This opinion is issued solely for the purposes of the filing of the Registration Statement and the issuance of the Notes by the Company and is not to be relied upon in respect of any other matter.
On the basis of and subject to the foregoing, we are of the opinion that:
1.   The Company is duly incorporated and existing under the laws of Bermuda in good standing (meaning solely that it has not failed to make any filing with any Bermuda government authority or to pay any Bermuda government fees or tax which would make it liable to be struck off the Register of Companies and thereby cease to exist under the laws of Bermuda).

 


 

2.   The Company has taken all corporate action required to authorise its execution, delivery and performance of the Documents. The Documents have been duly executed and delivered by or on behalf of the Company.
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 caption “Legal Matters” in the Final Prospectus Supplement forming a part of the Registration Statement. In giving this consent, we do not admit that we are experts within the meaning of Section 11 of the Act or 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 promulgated thereunder.
Yours faithfully
/s/ Conyers Dill & Pearman            
CONYERS DILL & PEARMAN