Attached files
file | filename |
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8-K - FORM 8-K - KEY ENERGY SERVICES INC | h80278e8vk.htm |
EX-5.1 - EX-5.1 - KEY ENERGY SERVICES INC | h80278exv5w1.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 5.2
600 Travis, Suite 4200 Houston, Texas 77002 713.220.4200 Phone 713.220.4285 Fax andrewskurth.com |
March 4, 2011
Board of Directors
Key Energy Services, Inc.
1301 McKinney Street, Suite 1800
Houston, Texas 77010
Key Energy Services, Inc.
1301 McKinney Street, Suite 1800
Houston, Texas 77010
Ladies and Gentlemen:
We have acted as special counsel to Key Energy Services, Inc., a Maryland corporation
(Key Energy), and Key Energy Services, LLC, a Texas limited liability company
(KES), Key Energy Services California, Inc., a Texas corporation (KEC), Key
Energy Services (Mexico), LLC, a Delaware limited liability company (KES (Mexico)), Misr
Key Energy Investments, LLC, a Delaware limited liability company (Misr KEI), Misr Key
Energy Services, LLC, a Delaware limited liability company (Misr KES) and Key Energy
Mexico, LLC, a Delaware limited liability company (KEM and together with KES, KEC, KES
(Mexico), Misr KEI and Misr KES, the Guarantors, and collectively with Key Energy, the
Companies), in connection with the issuance and sale by the Issuer of $475,000,000
aggregate principal amount of its 6.750% Senior Notes due 2021 (the Notes), which Notes
are being sold to the underwriters (the Underwriters) named in the Underwriting Agreement
dated March 1, 2011 (collectively, the Underwriting Agreement) among (i) the Issuer, (ii)
the subsidiaries of the Issuer listed in Annex I thereto (the Guarantors) and (iii) the
Underwriters. The Notes are being issued pursuant to the Indenture dated as of March 4, 2011 (the
Base Indenture) among the (i) Issuer, (ii) the Guarantors and (iii) The Bank of New York
Mellon Trust Company, N.A., as trustee (the Trustee), as amended and supplemented by the
First Supplemental Indenture thereto dated as of March 4, 2011 (the Supplemental
Indenture), among the Issuer, the Guarantors and the Trustee (the Base Indenture, as amended
and supplemented by the Supplemental Indenture, being referenced herein as the
Indenture), and the Notes are being guaranteed by the Guarantors, pursuant to guaranties
included in the Indenture.
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of
Regulation S-K under the Securities Act of 1933, as amended (the Securities Act).
In connection with this opinion, we have examined originals or copies, certified or otherwise
identified to our satisfaction, of:
(i) the Registration Statement on Form S-3 (File No. 333-172532) relating to securities
to be issued by the Issuer from time to time, including the Notes, filed by the Issuer,
under the Securities Act with the Securities and Exchange Commission (the SEC) on
March 1, 2011, and including the base prospectus included in such registration statement
(the Base Prospectus) and the other information set forth in the
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March 4, 2011
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March 4, 2011
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Incorporated Documents (as defined below) and incorporated by reference in such
registration statement and therefore deemed to be a part thereof (such registration
statement at the time it became effective and including the Base Prospectus and such other
information incorporated by reference in such registration statement, being referred to
herein as the Registration Statement);
(ii) the preliminary prospectus supplement dated March 1, 2011, relating to the Notes
in the form filed with the SEC pursuant to Rule 424(b) of the General Rules and Regulations
(the Rules and Regulations) under the Securities Act;
(iii) the prospectus supplement dated March 1, 2011, relating to the Notes in the form
filed with the SEC pursuant to Rule 424(b) of the Rules and Regulations;
(iv) each of the Issuers reports that have been filed with the SEC and are
incorporated by reference in the Registration Statement (the Incorporated
Documents);
(v) the executed Underwriting Agreement;
(vi) the executed Base Indenture;
(vii) the executed Supplemental Indenture;
(viii) the global note executed by the Issuer pursuant to the Indenture, in the
aggregate principal amount of $475,000,000, representing the Notes purchased and sold
pursuant to the Underwriting Agreement;
(ix) the Certificate of Formation of KES, certified by the Secretary of State of the
State of Texas on February 25, 2011, and certified by the Secretary of KES as presently in
effect and as in effect at the time of the adoption of the resolutions of the sole manager
of KES referred to below;
(x) the Limited Liability Company Agreement of KES, certified by the Secretary of KES
as presently in effect and as in effect at the time of the adoption of the resolutions of
the sole manager of KES referred to below;
(xi) a copy of certain resolutions of the sole manager of KES adopted on February 25,
2011, certified by the Secretary of KES;
(xii) certificates from the Secretary of State of the State of Texas, dated February
25, 2011 and the Office of the Comptroller of the State of Texas, dated February 25, 2011,
as to the good standing and legal existence under the laws of the State of Texas of KES;
(xiii) the Certificate of Formation of KEC, certified by the Secretary of State of the
State of Texas on February 25, 2011 and certified by the Secretary of KEC as
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presently in effect and as in effect at the time of the adoption of the resolutions of
the sole director of KEC referred to below;
(xiv) the Bylaws of KEC, certified by the Secretary of KEC as presently in effect and
as in effect at the time of the adoption of the resolutions of the sole director of KEC
referred to below;
(xv) a copy of certain resolutions of the sole director of KEC adopted on February 25,
2011, certified by the Secretary of KEC;
(xvi) certificates from the Secretary of State of the State of Texas, dated February
25, 2011 and the Office of the Comptroller of the State of Texas, dated February 25, 2011,
as to the good standing and legal existence under the laws of the State of Texas of KEC;
(xvii) the Certificate of Formation of KES (Mexico), certified by the Secretary of
State of the State of Delaware on February 25, 2011 and certified by the Secretary of KES
(Mexico) as presently in effect and as in effect at the time of the adoption of the
resolutions of the sole member of KES (Mexico) referred to below;
(xviii) the Limited Liability Company Agreement of KES (Mexico) presently in effect and
as in effect at the time of the adoption of the resolutions of the sole member of KES
(Mexico) referred to below;
(xix) a copy of certain resolutions of the sole manager of KES (Mexico) adopted on
February 25, 2011, certified by the Secretary of KES (Mexico);
(xx) certificates from the Secretary of State of the State of the Delaware, dated
February 25, 2011, as to the good standing and legal existence under of the laws of the
State of Delaware of KES (Mexico);
(xxi) the Certificate of Formation of Misr KEI, certified by the Secretary of State of
the State of Delaware on February 25, 2011 and certified by the Secretary of Misr KEI as
presently in effect and as in effect at the time of the adoption of the resolutions of the
sole member of Misr KEI referred to below;
(xxii) the Limited Liability Company Agreement of Misr KEI presently in effect and as
in effect at the time of the adoption of the resolutions of the sole member of Misr KEI
referred to below;
(xxiii) a copy of certain resolutions of the sole member of Misr KEI adopted on
February 25, 2011, certified by the Secretary of Misr KEI;
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(xxiv) certificates from the Secretary of State of the State of the Delaware, dated
February 25, 2011, as to the good standing and legal existence under of the laws of the
State of Delaware of Misr KEI;
(xxv) the Certificate of Formation of Misr KES, certified by the Secretary of State of
the State of Delaware on February 25, 2011 and certified by the Secretary of Misr KES as
presently in effect and as in effect at the time of the adoption of the resolutions of the
sole member of Misr KES referred to below;
(xxvi) the Limited Liability Company Agreement of Misr KES presently in effect and as
in effect at the time of the adoption of the resolutions of the sole member of Misr KES
referred to below;
(xxvii) a copy of certain resolutions of the sole member of Misr KES adopted on
February 25, 2011, certified by the Secretary of Misr KES;
(xxviii) certificates from the Secretary of State of the State of the Delaware, dated
February 25, 2011, as to the good standing and legal existence under of the laws of the
State of Delaware of Misr KES;
(xxix) the Certificate of Formation of KEM, certified by the Secretary of State of the
State of Delaware on February 25, 2011 and certified by the Secretary of KEM as presently in
effect and as in effect at the time of the adoption of the resolutions of the sole manager
of KEM referred to below;
(xxx) the Limited Liability Company Agreement of KEM presently in effect and as in
effect at the time of the adoption of the resolutions of the sole manager of KEM referred to
below;
(xxxi) a copy of certain resolutions of the sole manager of KEM adopted on February 25,
2011, certified by the Secretary of KEM;
(xxxii) certificates from the Secretary of State of the State of Delaware, dated
February 25, 2011, as to the good standing and legal existence under of the laws of the
State of Delaware of KEM;
(xxxiii) the originals or copies, certified or otherwise identified to our
satisfaction, of such other instruments and other certificates of public officials, officers
and representatives of the Companies and such other persons, and we have made such
investigations of law, as we have deemed appropriate as a basis for the opinions expressed
below.
In rendering the opinions expressed below, we have assumed and have not verified (i) the
genuineness of the signatures on all documents that we have examined, (ii) the legal capacity of
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all natural persons, (iii) the authenticity of all the documents supplied to us as originals,
and (iv) the conformity to the authentic originals of all documents supplied to us as certified or
photostatic or faxed copies. In conducting our examination of documents executed by parties other
than the Guarantors, we have assumed that such parties had the power, corporate or other, to enter
into and perform all obligations thereunder and have also assumed the due authorization by all
requisite action, corporate or other, and the due execution and delivery by such parties of such
documents and that, to the extent such documents purport to constitute agreements, except as set
forth below with respect to the Guarantors, such documents constitute valid and binding obligations
of such parties.
Based upon the foregoing, and having due regard for such legal considerations as we deem
relevant, and subject to the limitations, qualifications, exceptions and assumptions set forth
herein, we are of the opinion that when the Notes and the Indenture (in the forms examined by us)
have been duly executed by the Issuer, and the Notes have been authenticated, issued and delivered
by the Trustee in accordance with the terms of the Indenture:
1. The Notes will constitute valid and binding obligations of the Issuer, enforceable against
the Issuer in accordance with their terms, under the applicable laws of the State of New York,
except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without
limitation, all laws relating to fraudulent conveyance or transfers), moratorium, reorganization or
similar laws affecting enforcement of creditors rights generally and except as enforcement thereof
is subject to general principles of equity (regardless whether enforcement is considered in a
proceeding in equity or at law), including, without limitation, the possible unavailability of
specific performance, injunctive relief or any other equitable remedy and concepts of
reasonableness, good faith, materiality and fair dealing.
2. The Indenture will constitute a valid and binding obligation of the Issuer and each of the
Guarantors, enforceable against each of them in accordance with its terms, under the applicable
laws of the State of New York, except as the enforcement thereof may be limited by bankruptcy,
insolvency (including, without limitation, all laws relating to fraudulent conveyance or
transfers), moratorium, reorganization or similar laws affecting enforcement of creditors rights
generally and except as enforcement thereof is subject to general principles of equity (regardless
whether enforcement is considered in a proceeding in equity or at law), including, without
limitation, the possible unavailability of specific performance, injunctive relief or any other
equitable remedy and concepts of reasonableness, good faith, materiality and fair dealing.
3. The guaranties of the Notes included in the Indenture will constitute valid and binding
obligations of each of the Guarantors, enforceable against the Guarantors in accordance with the
terms of the Indenture, under the applicable laws of the State of New York, except as the
enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all
laws relating to fraudulent conveyance or transfers), moratorium, reorganization or similar laws
affecting enforcement of creditors rights generally and except as enforcement thereof is subject
to general principles of equity (regardless whether enforcement is considered in
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a proceeding in equity or at law), including, without limitation, the possible unavailability
of specific performance, injunctive relief or any other equitable remedy and concepts of
reasonableness, good faith, materiality and fair dealing.
In rendering the opinions set forth above, we have assumed, without independent investigation,
that (i) each of the parties to the Underwriting Agreement, the Indenture and the Notes is duly
organized or formed and (other than the Guarantors) validly existing and in good standing under the
laws of its jurisdiction of organization, and (ii) the execution and delivery of the Underwriting
Agreement, the Indenture and the Notes, and the incurrence and performance of the obligations of
the parties thereto do not and will not contravene, breach, violate or constitute a default under
the organizational documents (other than the Guarantors) or any agreement or instrument to which
any such party or its properties is subject.
We express no opinion other than as to the applicable laws of the United States of America to
the extent specifically referred to herein, and the applicable laws of the State of New York, the
applicable laws of the State of Texas, the Delaware General Corporation Law and the Delaware
Limited Liability Act. References herein to applicable laws mean those laws, rules and
regulations that, in our experience, are normally applicable to transactions of the type
contemplated by the Underwriting Agreement, the Indenture and the Notes, without our having made
any special investigation as to the applicability of any specific law, rule or regulation, and that
are not the subject of a specific opinion herein referring expressly to a particular law or laws;
provided, however, that such references do not include any municipal or other local laws, rules or
regulations, or any antifraud, environmental, labor, securities, tax, insurance or antitrust, laws,
rules or regulations.
This opinion is furnished to you in connection with the filing by the Issuer of a Current
Report on Form 8-K, which will be incorporated by reference into the Registration Statement, and is
not to be used, circulated, quoted or otherwise relied upon for any other purpose.
Very truly yours, |
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/s/ Andrews Kurth LLP | ||||