Attached files
file | filename |
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8-K - FORM 8-K - Weatherford International Ltd./Switzerland | h76274e8vk.htm |
EX-1.1 - EX-1.1 - Weatherford International Ltd./Switzerland | h76274exv1w1.htm |
EX-5.3 - EX-5.3 - Weatherford International Ltd./Switzerland | h76274exv5w3.htm |
EX-5.2 - EX-5.2 - Weatherford International Ltd./Switzerland | h76274exv5w2.htm |
EX-4.1 - EX-4.1 - Weatherford International Ltd./Switzerland | h76274exv4w1.htm |
EX-99.1 - EX-99.1 - Weatherford International Ltd./Switzerland | h76274exv99w1.htm |
Exhibit 5.1
Baker & McKenzie LLP | ||
Pennzoil Place, South Tower | ||
711 Louisiana, Suite 3400 | ||
Houston, Texas 77002-2746, USA | ||
Tel: +1 713 427 5000 | ||
Fax: +1 713 427 5099 | ||
www.bakernet.com |
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September 22, 2010
Weatherford International Ltd.
(a Swiss joint-stock corporation)
(a Swiss joint-stock corporation)
Weatherford International Ltd.
(a Bermuda exempted company)
(a Bermuda exempted company)
Weatherford International, Inc.
515 Post Oak Boulevard, Suite 600
Houston, Texas 77027-3415
515 Post Oak Boulevard, Suite 600
Houston, Texas 77027-3415
Ladies and Gentlemen:
We have acted as securities counsel for Weatherford International Ltd., a Bermuda exempted
company (Weatherford Bermuda), Weatherford International Ltd., a Swiss joint-stock
corporation (Weatherford Switzerland), and Weatherford International, Inc., a Delaware
corporation (Weatherford Delaware, and together with Weatherford Bermuda and Weatherford
Switzerland, the Companies), in connection with the filing with the Securities and
Exchange Commission (the SEC) of a registration statement on Form S-3 (Registration Nos.
333-169400, 333-169400-01 and 333-169400-02) (the Registration Statement) under the U.S.
Securities Act of 1933, as amended (the Securities Act), and the prospectus supplement
thereto, dated September 16, 2010, relating to the offering and sale of Weatherford Bermudas
5.125% Senior Notes due 2020 (the 2020 Notes) and Weatherford Bermudas 6.750% % Senior
Notes due 2040 (the 2040 Notes and, together with the 2020 Notes, the Notes),
fully and unconditionally guaranteed by Weatherford Switzerland and Weatherford Delaware, as
guarantors, pursuant to guarantees under the Notes (collectively, the Guarantees). The
Notes will be issued under the Indenture, dated October 1, 2003, as supplemented by the Third
Supplemental Indenture, dated February 26, 2009, among the Companies and Deutsche Bank Trust
Company Americas, trustee (the Trustee) (the Base Indenture), as further
supplemented by a Fourth Supplemental Indenture to the Base Indenture, including the form of the
Notes included therein (the Fourth Supplemental Indenture, and together with the Base
Indenture, the Indenture). On September 16, 2010 Weatherford Bermuda, Weatherford
Delaware and Weatherford Switzerland entered into an Underwriting Agreement (the Underwriting
Agreement) by and among Deutsche Bank Securities Inc., Morgan Stanley & Co. Incorporated, UBS
Securities LLC and J.P. Morgan Securities LLC, as representatives of the underwriters named
therein, providing for the issuance and sale by Weatherford Bermuda to the underwriters of the
Notes, all to be fully and unconditionally guaranteed by Weatherford Switzerland and Weatherford
Delaware, as guarantors, pursuant to the Guarantees.
We have reviewed the originals, or photostatic or certified copies, of (i) the certificate of
incorporation and by-laws of Weatherford Delaware, as amended to the date hereof, (ii) resolutions
adopted by the board of directors of Weatherford Delaware, (iii) the
Baker & McKenzie LLP is a member of Baker & McKenzie International, a Swiss Verein.
Indenture, (iv) the Notes, (v) the Guarantees, (vi) the Form T-1 of the Trustee filed as an
exhibit to the Registration Statement, (vii) the Registration Statement (including the base
prospectus dated September 16, 2010 which forms a part of the Registration Statement), (viii) the
preliminary prospectus supplement, dated September 16, 2010, (ix) the free writing prospectus dated
September 16, 2010, relating to the offering of the Notes, in the form filed with the SEC, (x) the
prospectus supplement, dated September 16, 2010, and (xi) such records of the Companies,
certificates of officers of the Companies and public documents, and such other documents as we have
deemed relevant and necessary as the basis of the opinions set forth below. In such examination,
we have assumed the genuineness of all signatures, the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted to us as
photostatic or certified copies and the authenticity of the originals of such copies.
In rendering the opinions set forth below, we have also assumed that (i) all information
contained in all documents reviewed by us is true and correct, (ii) each natural person signing any
document reviewed by us had the legal capacity to do so, (iii) each person signing in a
representative capacity (other than on behalf of the Companies) any document reviewed by us had
authority to sign in such capacity, (iv) each of the Indenture, the Notes, the Guarantees and the
Underwriting Agreement has been duly authorized, executed and delivered by the parties thereto
(other than Weatherford Delaware) in substantially the form reviewed by us and (except with respect
to the Companies, to the extent covered in our opinions below) represents a legal, valid and
binding obligation of such parties (other than the Companies), and (v) each of the Indenture, the
Notes, the Guarantees and the Underwriting Agreement do not violate the laws of Bermuda or
Switzerland.
Based upon and subject to the foregoing, we are of the opinion that, when the Fourth
Supplemental Indenture has been executed and delivered and when the Notes and the Guarantees have
been duly 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, the Notes and the Guarantees will be binding obligations of Weatherford Bermuda,
Weatherford Switzerland and Weatherford Delaware, respectively.
The foregoing opinion is qualified to the extent that the enforceability of any document,
instrument, Note or Guarantee may be limited by or subject to bankruptcy, insolvency, fraudulent
transfer or conveyance, receivership, reorganization, liquidation, moratorium or other similar laws
relating to or affecting creditors rights generally, and general principles of equity (regardless
of whether considered in a proceeding in equity or at law).
We express no opinions concerning (i) the validity or enforceability of any provisions
contained in the Indenture, the Notes or the Guarantees that purport to waive or not give effect to
rights to notices, defenses, subrogation or other rights or benefits that cannot be effectively
waived under applicable law or (ii) the enforceability of
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indemnification provisions to the extent they purport to relate to liabilities resulting from or
based upon negligence or any violation of federal or state securities or blue sky laws.
The opinions expressed above are limited to the laws of the State of New York, the General
Corporation Law of the State of Delaware (including all relevant provisions of the Delaware
Constitution) and the federal laws of the United States of America and, to the extent that judicial
or regulatory orders or decrees or consents, approvals, licenses, authorizations, validations,
filings, recordings or registrations with governmental authorities are relevant, to those required
under such laws, and we do not express any opinions as to the laws of any other jurisdiction. We
are not admitted or qualified to practice law in Bermuda or Switzerland. We note that you have
obtained the opinions of Conyers Dill & Pearman Limited and Baker & McKenzie Geneva, filed as
exhibits incorporated by reference to the Registration Statement, with respect to matters governed
by the laws of Bermuda and Switzerland.
This opinion letter is limited to the matters stated herein, and no opinion is implied or may
be inferred beyond the matters expressly stated. We hereby consent to the filing of our opinion as
herein set forth as an exhibit incorporated by reference to the Registration Statement and to the
use of our name under the caption Legal Matters in the prospectus and any prospectus supplement
forming a part of the Registration Statement. In giving this consent, we do not hereby admit that
we come within the category of persons whose consent is required under Section 7 of the Securities
Act or the rules and regulations of the SEC promulgated thereunder or Item 509 of Regulation S-K.
Very truly yours, /s/ Baker & McKenzie LLP BAKER & McKENZIE LLP |
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