June 3, 2013
Precision Drilling Corporation
800, 525 - 8th Avenue S.W.
Calgary, AB T2P 1G1
Dear Sirs/Mesdames:
Re: Second Amended and Restated Employee Stock Option Plan of Precision Drilling Corporation
We have acted as Canadian counsel to Precision Drilling Corporation ("Precision"), a corporation amalgamated under the laws of the Province of Alberta, in connection with the Registration Statement on Form S-8 (the "Registration Statement") filed by Precision with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, relating to the issuance by Precision of common shares (the "Shares") in connection with the exercise of options pursuant to a second amended and restated employee stock option plan (the "Option Plan"). This opinion is being delivered in connection with the Registration Statement, to which this opinion appears as an exhibit.
We have examined the Registration Statement and the Option Plan, which has been filed with the Commission as an exhibit to the Registration Statement. We also have examined the originals, or duplicate, certified, conformed, telecopied or photostatic copies, of such corporate records, agreements, documents and other instruments and have made such other investigations as we have considered necessary or relevant for the purposes of this opinion. With respect to the accuracy of factual matters material to this opinion, we have relied upon certificates or comparable documents and representations of public officials and of representatives of Precision.
In giving this opinion, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as duplicates, certified, conformed, telecopied or photostatic copies and the authenticity of the originals of such latter documents.
Based and relying upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that when the Shares are issued in accordance with the terms of the Option Plan, the Shares will be validly issued as fully paid and non-assessable shares of the Corporation.
This opinion is based upon and limited to the laws of the Province of Alberta and the federal laws of Canada applicable therein.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement.
Yours very truly,
/s/ Bennett Jones LLP
