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-5.1 - EX-5.1 - Weatherford International Ltd./Switzerland | h76274exv5w1.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 5.3
22 September 2010
Weatherford International Ltd. 515 Post Oak Boulevard Suite 600 Houston, Texas 77027 U.S.A. |
Matter No.:384872 Doc Ref: corpdocs342455 Tel: 441 278 7974 Email: ciara.brady@conyersdill.com |
Dear Sirs
Weatherford International Ltd. (the Company)
We have acted as special legal counsel in Bermuda to the Company, a Bermuda exempted company, in
connection with its registration statement on Form S-3 (Registration Nos. 333-169400, 333-169400-01
and 333-169400-02) filed with the U.S. Securities and Exchange Commission (the
Commission) on 16 September 2010 (the Registration Statement), and the
prospectus supplement thereto, dated September 16, 2010, relating to the registration under the
U.S. Securities Act of 1933, as amended (the Securities Act), and the offering by the
Company, of an aggregate of US$800,000,000 in principal amount of 5.125% Senior Notes of the
Company due 2020 (the 2020 Notes) and an aggregate of US$600,000,000 in principal amount
of 6.750% Senior Notes of the Company due 2040 (the 2040 Notes, together with the 2020
Notes, the Notes), with each of the Notes being issued in the form of a global note.
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 16 September 2010
and filed with the Commission on 16 September 2010 (the Base Prospectus);
(iii) a final prospectus supplement forming part of the Registration Statement dated 16 September
2010 and filed with the Commission on 16 September 2010 (the Final Prospectus
Supplement);
(iv) an indenture among the Company, Weatherford International, Inc., a Delaware corporation
(Weatherford Delaware) and Deutsche Bank Trust Company Americas as trustee (the
Trustee) dated as of 1 October 2003 (the Indenture);
(v) a third supplemental indenture to the Indenture among the Company, Weatherford Delaware,
Weatherford International Ltd., a Swiss joint-stock corporation, (Weatherford
Switzerland) and the Trustee dated as of 26 February 2009 (the Third Supplemental
Indenture);
(vi) the form of fourth supplemental indenture among the Company, Weatherford Delaware, Weatherford
Switzerland and the Trustee (the Fourth Supplemental Indenture); and
(vii) the form of Notes attached to the Fourth Supplemental Indenture.
The documents listed in items (iv) through (vii) above are herein sometimes collectively referred
to as the Documents and the documents listed in items (i) through (iii) above are herein
sometimes collectively referred to as the Disclosure Documents. Each of the terms Notes,
Registration Statement, Base Prospectus, Final Prospectus Supplement, Indenture, Third
Supplemental Indenture, Fourth 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 21 September 2010, minutes of meetings of the board of directors
of the Company (the Board) held on 3 September 2003 and 5 February 2009 and written consent
resolutions of the Board dated 14 September 2010 and 16 September 2010, each as certified by the
Secretary of the Company on 22 September 2010 (collectively, the Minutes), 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 and
delivery of the Fourth Supplemental Indenture by each of the parties thereto and the physical
delivery of the Documents 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, including issuing the Notes, the Company is and after entering
into the Documents and issuing the Notes will be able to pay its liabilities as they become due.
The term enforceable as used in this opinion means that an obligation is of a type which the
courts of Bermuda enforce. It does not mean that those obligations will be enforced in all
circumstances in accordance with the terms of the Documents. In particular, 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
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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, 5.125% senior
notes of the Company means 5.125% senior debt of the Company, and 6.750% senior notes of the
Company means 6.750% 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.
3. Upon the due execution, delivery and issuance of the Notes and payment of the consideration
therefor, such Notes will constitute valid, binding and enforceable obligations of the Company in
accordance with the terms thereof
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 Securities Act or 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 promulgated thereunder.
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Yours faithfully |
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/s/ Conyers Dill & Pearman Limited | ||||
CONYERS DILL & PEARMAN LIMITED | ||||
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