Attached files
file | filename |
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8-K - FORM 8-K - KEY ENERGY SERVICES INC | h80278e8vk.htm |
EX-5.2 - EX-5.2 - KEY ENERGY SERVICES INC | h80278exv5w2.htm |
EX-4.2 - EX-4.2 - KEY ENERGY SERVICES INC | h80278exv4w2.htm |
EX-4.1 - EX-4.1 - KEY ENERGY SERVICES INC | h80278exv4w1.htm |
EX-1.1 - EX-1.1 - KEY ENERGY SERVICES INC | h80278exv1w1.htm |
Exhibit 5.1
John B. Watkins
+1 202 247 3139(t)
+1 202 663 6363(f)
john.watkins@wimerhale.com
+1 202 663 6363(f)
john.watkins@wimerhale.com
March 4, 2011
Key Energy Services, Inc.
1301 McKinney Street
Suite 1800
Houston, Texas 77010
1301 McKinney Street
Suite 1800
Houston, Texas 77010
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special counsel for Key Energy Services, Inc., a Maryland corporation (the
Company), in connection with the Companys offer to issue and sell to the Underwriters
$475,000,000 principal amount of 6.75% senior notes due 2021 (the Notes), pursuant to an
underwriting agreement dated March 1, 2011 (the Underwriting Agreement), the guarantors named
therein and Credit Suisse Securities (USA) LLC, as representative of the several underwriters named
in the Underwriting Agreement. The Notes are to be issued under an indenture, dated as of March 4,
2011 (the Base Indenture), as supplemented by a supplemental indenture, dated as of March 4, 2011
(together with the Base Indenture, the Indenture), each among the Company, the guarantors named
therein and The Bank of New York Mellon Trust Company, N.A., as trustee (the Trustee).
As such special counsel, we have assisted the Company in connection with the filing of the
Companys registration statement on Form S-3 (File No. 333-172532) under the Securities Act of
1933, as amended (the Securities Act), on March 1, 2011 (the Registration Statement) and the
prospectus dated March 1, 2011 (the Base Prospectus), as supplemented by the preliminary
prospectus supplement dated March 4, 2011 (the Preliminary Prospectus Supplement), and the
prospectus supplement dated March 4, 2011 (the Prospectus Supplement), with the Securities and
Exchange Commission (the Commission).
We have examined and relied upon corporate or other proceedings of the Company regarding the
authorization of the execution and delivery of the Indenture, the Underwriting Agreement, the
Registration Statement, the Base Prospectus, the Preliminary Prospectus Supplement, the Prospectus
Supplement and the issuance of the Notes. We have also examined and relied upon originals or
copies, certified or otherwise identified to our satisfaction, of such other corporate records of
the Company, such other agreements and instruments, certificates of public officials, officers of
the Company and other persons, and such other documents, instruments and certificates as we have
deemed necessary as a basis for the opinions hereinafter expressed.
In our examination of the documents referred to above, we have assumed the genuineness of all
signatures, the legal capacity of all individual signatories, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all documents submitted
to
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us as copies, the authenticity of such original documents, and the completeness and accuracy of
the corporate records of the Company provided to us by the Company. Insofar as this opinion relates
to factual matters, we have assumed with your permission and without independent investigation that
the statements of the Company contained in the Registration Statement are true and correct as to
all factual matters stated therein.
In rendering the opinions set forth below, we have assumed that (i) the Trustee has the power,
corporate or other, to enter into and perform its obligations under the Indenture, and (ii) the
Indenture will be a valid and binding obligation of the Trustee. We have also assumed the due
authentication of the Notes by the Trustee, that there will not have occurred, prior to the date of
issuance of the Notes, any change in law affecting the validity or enforceability of such Notes and
that at the time of the issuance and sale of the Notes, the Board of Directors of the Company (or
any person acting pursuant to authority properly delegated to such person by the Board of Directors
of the Company) have not taken any action to rescind or otherwise reduce their prior authorization
of the issuance of the Notes.
We have assumed for purposes of our opinions below that no authorization, approval or other
action by, and no notice to or filing with, any governmental authority or regulatory body or (to
the extent the same is required under any agreement or document binding on it of which an addressee
has knowledge, has received notice or has reason to know) any other third party is required for the
due execution, delivery or performance by the Company of the Indenture or the Notes or, if any such
authorization, approval, consent, action, notice or filing is required, it will have been duly
obtained, taken, given or made and will be in full force and effect.
Our opinions below are qualified to the extent that they may be subject to or affected by (i)
applicable bankruptcy, insolvency, reorganization, moratorium, usury, fraudulent conveyance or
similar laws relating to or affecting the rights or remedies of creditors generally, (ii) statutory
or decisional law concerning recourse by creditors to security in the absence of notice or hearing,
(iii) duties and standards imposed on creditors and parties to contracts, including, without
limitation, requirements of materiality, good faith, reasonableness and fair dealing and (iv)
general equitable principles. Furthermore, we express no opinion as to the availability of any
equitable or specific remedy upon any breach of the Indenture or the Notes, or to the successful
assertion of any equitable defenses, inasmuch as the availability of such remedies or the success
of any equitable defenses may be subject to the discretion of a court. We also express no opinion
herein as to the laws of any state or jurisdiction other than the state laws of the State of
Maryland. We express no opinion herein with respect to compliance by the Company with securities or
blue sky laws of any state or other jurisdiction of the United States or of any foreign
jurisdiction. In addition, we express no opinion and make no statement herein with respect to the
antifraud laws of any jurisdiction.
On the basis of, and subject to, the foregoing, we are of the opinion that when the Notes have
been duly executed by the Company, and duly authenticated by the Trustee in accordance with the
terms of the Indenture, and delivered to the purchasers thereof against payment of the
consideration therefor duly approved by the Company, and subject to the final terms of the Notes
complying with then applicable law, not resulting in a default under or a breach of any
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agreement or instrument binding upon the Company and complying with any requirement or restriction
imposed by any court or governmental entity having jurisdiction over the Company, the Notes will
constitute valid and binding obligations of the Company enforceable against the Company in
accordance with their terms.
Please note that we are opining only as to the matters expressly set forth herein, and no
opinion should be inferred as to any other matters. This opinion is based upon currently existing
statutes, rules, regulations and judicial decisions and is rendered as of the date hereof, and we
disclaim any obligation to advise you of any change in any of the foregoing sources of law or
subsequent developments in law or changes in facts or circumstances that might affect any matters
or opinions set forth herein.
We hereby consent to the filing of this opinion with the Commission as an exhibit to the
Companys Current Report on Form 8-K to be filed on or about March 4, 2011. In giving such
consent, we do not hereby admit 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.
Very truly yours, WILMER CUTLER PICKERING HALE AND DORR LLP |
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By: | /s/ John B. Watkins | |||
John B. Watkins, a Partner | ||||