Attached files
file | filename |
---|---|
8-K - Energy XXI Ltd | v200520_8k.htm |
EX-1.2 - Energy XXI Ltd | v200520_ex1-2.htm |
EX-5.2 - Energy XXI Ltd | v200520_ex5-2.htm |
EX-3.1 - Energy XXI Ltd | v200520_ex3-1.htm |
EX-1.1 - Energy XXI Ltd | v200520_ex1-1.htm |
EX-99.1 - Energy XXI Ltd | v200520_ex99-1.htm |
e-mail:
|
|
jbodi@applebyglobal.com
|
|
direct
dial:
|
|
Tel
441.298.3240
|
|
Fax
441.298.3398
|
|
Energy
XXI (Bermuda) Limited
|
|
22
Victoria Street
|
|
Hamilton
HM 12
|
appleby
ref: 130957.0008
|
Bermuda
|
3 November
2010
Dear
Sirs
Energy
XXI (Bermuda) Limited (the “Company”)
We act as
legal counsel in Bermuda to the Company. The Company has
requested that we provide this opinion in connection with the preparation and
filing of a current report on Form 8-K (the “8-K”), as amended, with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended (the “Securities
Act”), and the rules and regulations promulgated thereunder, of up to
13,800,000 common shares of par value US$0.005 (the “Common Shares”) as described
in the 8-K.
For the
purposes of this opinion we have examined and relied upon the documents listed,
and in some cases defined, in the Schedule to this opinion (the “Documents”) together with such
other documentation as we have considered requisite to this
opinion.
Assumptions
In
stating our opinion we have assumed:
(a)
|
the
authenticity, accuracy and completeness of all Documents and other
documentation examined by us submitted to us as originals and the
conformity to authentic original documents of all Documents and other such
documentation submitted to us as certified, conformed, notarised, faxed or
photostatic copies;
|
(b)
|
that
each of the Documents and other such documentation which was received by
electronic means is complete, intact and in conformity with the
transmission as sent;
|
(c)
|
the
genuineness of all signatures on the
Documents;
|
(d)
|
the
authority, capacity and power of each of the persons signing the
Documents;
|
(e)
|
that
any representation, warranty or statement of fact or law, other than as to
the laws of Bermuda, made in any of the Documents is true, accurate and
complete; and
|
(f)
|
that
the Resolutions are in full force and effect, have not been rescinded,
either in whole or in part, and accurately record the resolutions passed
by the Board of Directors of the Company in a meeting which was
duly convened and at which a duly constituted quorum was present and
voting throughout and that there is no matter affecting the authority of
the Directors to effect entry by the Company into Underwriting Agreement,
not disclosed by the Constitutional Documents or the Resolutions, which
would have any adverse implication in relation to the opinions expressed
herein.
|
Opinion
Based
upon and subject to the foregoing and subject to the reservations set out below
and to any matters not disclosed to us, we are of the opinion that:
(1)
|
The
Company is an exempted company incorporated with limited liability and
existing under the laws of Bermuda. The Company possesses the
capacity to sue and be sued in its own name and is in good standing under
the laws of Bermuda.
|
(2)
|
When duly issued and paid for
pursuant to and in accordance with the terms of the Underwriting Agreement
and the Resolutions, the Common Shares will be validly issued,
fully paid, non-assessable shares of the Company.
|
Reservations
We have
the following reservations:
(a)
|
We
express no opinion as to any law other than Bermuda law and none of the
opinions expressed herein relates to compliance with or matters governed
by the laws of any jurisdiction except Bermuda. This opinion is
limited to Bermuda law as applied by the Courts of Bermuda at the date
hereof.
|
(b)
|
In
paragraph (1) above, the term “good standing” means that the Company has
received a Certificate of Compliance from the Registrar of Companies
indicating that it has neither failed to make any filing with any Bermuda
governmental authority nor to pay any Bermuda government fee or tax, which
might make it liable to be struck off the Register of Companies and
thereby cease to exist under the laws of
Bermuda.
|
(c)
|
Any
reference in this opinion to shares being “non-assessable” shall mean, in
relation to fully-paid shares of the company and subject to any contrary
provision in any agreement in writing between such company and the holder
of shares, that: no shareholder shall be obliged to contribute further
amounts to the capital of the company, either in order to complete payment
for their shares, to satisfy claims of creditors of the company, or
otherwise; and no shareholder shall be bound by an alteration of the
Memorandum of Association or Bye-Laws of the company after the date on
which he became a shareholder, if and so far as the alteration requires
him to take, or subscribe for additional shares, or in any way increases
his liability to contribute to the share capital of, or otherwise to pay
money to, the company.
|
Disclosure
This
opinion is furnished to you in connection with the filing of the Registration
Statement and is not to be used, quoted or otherwise relied on for any other
purpose. We consent to the filing of this opinion as an exhibit to
the Registration Statement of the Company.
Further,
this opinion speaks as of its date and is strictly limited to the matters stated
herein and we assume no obligation to review or update this opinion if
applicable laws or the existing facts or circumstances should
change.
This
opinion is governed by and is to be construed in accordance with Bermuda
law. It is given on the basis that it will not give rise to any legal
proceedings with respect thereto in any jurisdiction other than
Bermuda.
Yours
faithfully
/s/
Appleby
SCHEDULE
|
1.
|
Certified
copies of the Certificate of Incorporation, Memorandum of Association and
Bye-Laws for the Company (collectively referred to as the “Constitutional
Documents”).
|
|
2.
|
Copies
of the unanimous written resolutions of the Board of Directors of the
Company effective 28 October 2010 (the “Resolutions”).
|
|
3.
|
A
certified copy of the “Foreign Exchange Letter”, dated 27 July 2005 issued
by the Bermuda Monetary Authority in relation to the
Company.
|
|
4.
|
A
certified copy of the “Tax Assurance”, dated 15 September 2005, issued by
the Registrar of Companies for the Minister of Finance in relation to the
Company.
|
|
5.
|
A
Certificate of Compliance, dated 3 November 2010 issued by the
Registrar of Companies in respect of the
Company.
|
|
6.
|
Scanned
copy of a draft 8-K.
|
|
7.
|
Scanned
copy of draft underwriting agreement between the Company, UBS Securities
LLC and Credit Suisse Securities (USA) LLC as representatives of the
several underwriters listed therein (“the Underwriting
Agreement”).
|