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EX-1.1 - EXHIBIT 1.1 - Civeo Corpex1-1.htm
8-K - FORM 8-K - Civeo Corpoisasc20170206_8k.htm
 

 

 

Dentons Canada LLP

 

 

 

 

 

Exhibit 5.1

 

Dentons Canada LLP

20th Floor, 250 Howe Street
Vancouver, BC, Canada V6C 3R8

 

大成 Salans FMC SNR Denton McKenna Long

dentons.com

 

February 7, 2017

 

Civeo Corporation
Three Allen Center
333 Clay Street, Suite 4980
Houston, Texas
77002

 

Ladies and Gentlemen:

 

 

In connection with the issuance by Civeo Corporation, a company existing under the laws of British Columbia, Canada (the “Company”), of an aggregate of 23,000,000 common shares in the capital of the Company without par value (the “Common Shares”), which includes 3,000,000 common shares issued upon exercise of the underwriters’ option to purchase additional shares (the “Shares”), pursuant to (i) its Registration Statement on Form S-3 (File No. 333-212754) (the “Registration Statement”), which was filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), and (ii) the related base prospectus dated August 22, 2016 (the “Base Prospectus”), as supplemented by the prospectus supplement relating to the sale of the Shares dated February 2, 2017 (together with the Base Prospectus, the “Prospectus”), as filed by the Company with the Commission pursuant to Rule 424(b) under the Act, certain legal matters with respect to the Shares are being passed upon for the Company by us. At your request, this opinion is being furnished to you for filing as Exhibit 5.1 to the Company’s Current Report on Form 8-K to be filed with the Commission on the date hereof (the “Form 8-K”).

 

The opinions set forth herein relate only to certain matters regarding the Shares. In our capacity as your Canadian counsel in the connection referred to above, as a basis for the opinions hereinafter expressed, we have examined the Notice of Articles and current Articles of the Company, each as amended to date, the Underwriting Agreement dated February 2, 2017 between the Company and RBC Capital Markets, as representative of the several underwriters named in Schedule I thereto , relating to the sale of the Shares (the “Underwriting Agreement”), the originals, or copies certified or otherwise identified, of corporate records of the Company, and certificates of public officials and of representatives of the Company, statutes and other instruments and documents and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth.

 

In giving this opinion, we have relied, without independent investigation, on certificates of officers of the Company and of public officials with respect to the accuracy of the factual matters contained in such certificates, and we have assumed, without independent investigation, that all signatures on documents we have examined are genuine, all documents submitted to us as originals are authentic, all documents submitted to us as certified or photostatic copies of original documents conform to the original documents and all these original documents are authentic, and all information submitted to us is accurate and complete. We have also assumed that all Shares will be offered and sold in the manner described in the Prospectus and in accordance with the terms of the Underwriting Agreement.

 

On the basis of the foregoing, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that the Shares have been duly authorized by all necessary corporate action on the part of the Company and, when issued and delivered against payment of the purchase price therefor in accordance with the Underwriting Agreement will be validly issued, fully paid and non-assessable.

 

This opinion is limited in all respects to the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

 

We hereby consent to the filing of this opinion of counsel as Exhibit 5.1 to the Form 8-K. We also consent to the reference to our firm under the heading “Legal Matters” in the Prospectus. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

 

Yours truly,

/s/ Dentons Canada LLP

 

 

 

Dentons Canada LLP