Attached files
| file | filename |
|---|---|
| S-1/A - FORM S-1/A - FRANK'S INTERNATIONAL N.V. | d527343ds1a.htm |
| EX-8.2 - EX-8.2 - FRANK'S INTERNATIONAL N.V. | d527343dex82.htm |
| EX-8.1 - EX-8.1 - FRANK'S INTERNATIONAL N.V. | d527343dex81.htm |
| EX-23.1 - EX-23.1 - FRANK'S INTERNATIONAL N.V. | d527343dex231.htm |
Exhibit 5.1
|
J.J. Viottastraat 52 1071 JT Amsterdam The Netherlands
T +31 20 760 16 00 info@vancampenliem.com www.vancampenliem.com |
To:
Frank’s International N.V.
Prins Bernhardplein 200
1097 JB, Amsterdam
The Netherlands
July 26, 2013
| Re: | Frank’s International N.V. – SEC registration of common shares (exhibit 5.1) |
Dear Sirs,
You have requested us to render an opinion on matters of Dutch law in relation to the registration of 34,500,000 common shares (the “Shares” and each a “Share”) each with a nominal value of one eurocent (EUR 0,01) in the capital of Frank’s International N.V. (the “Issuer”) in connection with the offering as set forth in the underwriting agreement (the “Underwriting Agreement”) between the Issuer and the underwriters (the “Underwriters”), substantially in the form filed with the U.S. Securities and Exchange Commission (the “SEC”) as exhibit 1.1 to the registration statement (the “Registration Statement”) on Form S-1 (Registration No. 333-188536), in relation to the registration (the “Registration”) of the issuance and sale of the Shares with the SEC under the Securities Act of 1933.
| 1. | Scope of Opinion |
This opinion is given only with respect to Dutch law in force at the date of this opinion letter as applied by the Dutch courts. No opinion is expressed or implied as to the laws of any other jurisdiction.
| 2. | Documents Examined |
For the purposes of rendering this opinion, we have examined copies of the following documents:
| a. | the Underwriting Agreement; |
| b. | the Registration Statement, as amended to date; |
Van Campen Liem is the joint trade name of Liem & Partners N.V. and Van Campen & Partners N.V.
Liem & Partners N.V. has its statutory seat at Amsterdam, the Netherlands, and is registered with the Trade Register under number 54787882.
Van Campen & Partners N.V. has its statutory seat at Amsterdam, the Netherlands, and is registered with the Trade Register under number 54033500.
| c. | the notarial deed of incorporation of the Issuer, executed on 1 February 2006, before Tjien Hauw Liem Esq., civil law notary practicing in Amsterdam (the “Incorporation Deed”); |
| d. | the notarial deed of amendment of the articles of association of the Issuer, executed on May 10, 2013 before Tjien Hauw Liem Esq., civil law notary practicing in Amsterdam, which includes the articles of association of the Issuer as currently in force; |
| e. | the draft notarial deed of amendment of the articles of association of the Issuer, as will be in force at the time of the issue of the Shares; |
| f. | the excerpt dated July 26, 2013 in relation to the registration of the Issuer at the trade register in Amsterdam (the “Trade Register”) under file number 34241787 (the “Excerpt”); |
| g. | the resolution in writing by the board of managing directors of the Issuer, dated July 26, 2013 (the “MB Resolution”); |
| h. | the resolution in writing by the general meeting of the Issuer, dated July 26, 2013 (the “GM Resolution”, and jointly with the MB Resolution, the “Resolutions”); |
| i. | certificate of the board of managing directors of the Issuer, dated July 26, 2013 (the “Directors Certificate”); |
| j. | a draft deed of share issuance to be executed by the Issuer pursuant to which the Shares shall be issued (the “Deed of Issuance”); and |
| k. | the shareholders register of the Issuer (the “Shareholders Register”). |
| 3. | Assumptions |
For the purpose of rendering this opinion we have assumed:
| a. | Each copy conforms to the original and each original is genuine and complete; |
| b. | Each signature is the genuine signature of the individual concerned; |
| c. | The Registration Statement has been or will have been filed with the SEC and the Underwriting Agreement will be executed in the form referred to in this opinion; and |
| d. | The Shares will be subscribed for and will have been validly accepted by the Underwriters, in accordance with the Underwriting Agreement. |
| 4. | Opinion |
Based upon the foregoing (including the assumptions set forth above) and subject to the qualifications listed herein and subject to any facts, circumstances, events or documents not disclosed to us in the course of our examination referred to above, we are, at the date hereof, of the opinion that:
Once the Shares are issued pursuant to the Deed of Issuance in the form reviewed by us and upon payment in full of the Shares in accordance with the Underwriting Agreement, the Shares will be validly issued, fully paid and non-assessable.
| 5. | Qualification |
In this opinion, the term “non-assessable” – which term has no equivalent in Dutch – means , in relation to a Share, that (i) the Issuer has no right to require the holder of the Share to pay the Issuer any amount (in addition to the amount required for the Shares to be fully paid) and (ii) the holder of the share will have no payment obligations to the creditors of the Issuer, in each case solely as a result of his shareholder ownership.
| 6. | Miscellaneous |
This opinion expresses and describes Dutch legal concepts in English and not in their original Dutch terms; these concepts may not be identical to the concepts described by the English translations; this opinion may therefore be relied upon only on the express condition that it shall be governed by and that all words and expressions used herein shall be construed and interpreted in accordance with the laws of the Netherlands.
This opinion is an exhibit to the Registration Statement and may be relied upon only for the purpose of the Registration.
This opinion is solely rendered by Liem & Partners N.V., with the exclusion of any of its officers, employees, legal professionals and affiliates, is the sole entity responsible for this opinion. Any liability of Liem & Partners N.V. pursuant to this opinion shall be limited to the amount covered by its liability insurance.
In issuing this opinion we do not assume any obligations to notify or to inform you of any developments subsequent to its date might render its contents untrue or inaccurate in whole or in part of such time.
This opinion is strictly limited to the matters stated herein and may not read as extending by implication to any matters not specifically referred to. Nothing in this opinion should be taken as expressing an opinion in respect of any document examined in connection with this opinion except as expressly confirmed herein.
We hereby consent the Issuer (the “Consents”) to:
| a. | file this opinion with the SEC as Exhibit 5.1 to the Registration Statement; and |
| b. | refer to Van Campen Liem under the heading “Legal Matters”, and to Van Campen Liem (Liem & Partners N.V.) giving this opinion under the headings “Item 16. Exhibits and Financial Statement Schedules”, in the Registration Statement. |
However, the Consents are not an admittance that we are in the category of persons whose consent is required under Section 7 of the Securities Act or any rules or regulations of the SEC promulgated thereunder.
Yours sincerely,
/s/ Van Campen Liem / Liem & Partners N.V.
Van Campen Liem / Liem & Partners N.V.