Exhibit 5.2
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| | Louisiana | | | Mississippi | | | Texas | | | Florida | | | Alabama | | | North Carolina | | | London |
September 10, 2012
Bristow Group Inc.
2103 City West Blvd.
4th Floor
Houston, Texas 77042
Ladies and Gentlemen:
We have acted as special counsel to Bristow U.S. LLC, a Louisiana limited liability company (the “Company”), in connection with the filing by Bristow Group Inc., a Delaware corporation (“Bristow”), the Company and certain other subsidiaries of Bristow of a registration statement on Form S-3 (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, on the date hereof.
In rendering this opinion, we have examined and relied upon the original, or a copy certified or otherwise identified as accurate, of the Registration Statement (including the indentures filed as exhibits thereto), the articles of organization and operating agreement of the Company, each as amended through the date hereof, and such other records of the Company and such certificates of the managers, member, officers and representatives of the Company and such other documents as we have deemed relevant and necessary for the purposes of this opinion set forth below. In addition, in connection with Opinion paragraph 1 below, we have examined and relied upon a Good Standing Certificate dated September 10, 2012 issued by the Louisiana Secretary of State’s office with respect to the Company. We have not reviewed any document (other than the documents listed in this paragraph) that is referred to in or incorporated by reference into any document reviewed by us. Further, we have not undertaken any independent investigation, examination or inquiry to determine the existence or absence of any facts (and have not caused the review of any court file or indices or disclosures pursuant to any federal or state securities laws) and no inference as to our knowledge concerning any facts should be drawn as a result of the limited representation undertaken by us.
For purposes of this opinion, we have also assumed (i) the genuineness of all signatures appearing on all documents, (ii) the legal capacity of all natural persons, (iii) the authenticity of all documents submitted to us as originals, (iv) the conformity to authentic original documents of all documents submitted to us as certified, conformed or photostatic copies, (v) the accuracy and completeness of all limited liability company records made available to us by the Company and the truth and accuracy of all facts set forth in all certificates provided to or examined by us, (vi) that there are no proceedings pending or contemplated for the merger, consolidation, conversion, dissolution, liquidation or termination of the Company, and (vii) that there are no documents or agreements between or among the parties to the documents reviewed by us which alter or are inconsistent with the provisions of such documents and which would have an effect on the opinions expressed in this opinion letter.
We have further assumed that (i) the specific guarantee by the Company of Bristow’s debt securities registered under the Registration Statement, as issued and delivered (the “Guarantee”), will have been duly authorized by all necessary limited liability company action on the part of the Company, (ii) a definitive indenture with respect to the debt securities of Bristow to which the
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COUNSELORS AT LAW |
| Canal Place | 365 Canal Street, Suite 2000 | New Orleans, Louisiana 70130-6534 | 504-566-1311 | 504-568-9130 Fax | phelpsdunbar.com |
Bristow Group Inc.
September 10, 2012
Page 2
Guarantee relates will have been duly authorized and validly executed and delivered by the Company and the other parties thereto, (iii) the notation of guarantee to be endorsed on the debt securities of Bristow to which the Guarantee relates will be in the form and on the terms dictated by the indenture applicable thereto and duly executed and delivered by the Company, (iv) the Registration Statement (and any applicable and legally required post-effective amendment thereto) will have become effective, (v) a prospectus supplement will have been filed with the Commission describing the Guarantee, (vi) the Guarantee will be in compliance with applicable federal and state securities laws and solely in conformity with the Registration Statement and the applicable prospectus supplement (including the applicable exhibits thereto) and as contemplated by the applicable limited liability company action, and (vii) the Guarantee will comply with all restrictions, if any, applicable to the Company whether imposed by any agreement or instrument to which the Company is a party or by which it is bound or by any court or other governmental or regulatory body having jurisdiction over the Company or otherwise.
Based on the foregoing and subject to the qualifications, limitations, exceptions and assumptions set forth below, we are of the opinion that:
1. The Company is a limited liability company that is validly existing and in good standing under the laws of the State of Louisiana.
2. The Company has the limited liability company power to execute, deliver and perform, and has taken all limited liability company action necessary to authorize the execution, delivery and performance of, its obligations under the Guarantee.
The opinion expressed above in Opinion paragraph 1 does not extend to, and we express no opinion as to, whether the Company is in “tax good standing” as to the payment of or filings related to Louisiana taxes (as opposed to filings relating to its entity status with the Louisiana Secretary of State).
The foregoing opinions are limited to matters involving the internal laws of the State of Louisiana, and we do not express any opinion as to matters governed by the laws of any other jurisdiction, federal laws, or municipal laws. Furthermore, no opinion is expressed herein as to the effect of any future acts of the parties or changes in existing law. We undertake no responsibility to advise you of any changes after the date hereof in the law or the facts presently in effect that would alter the scope or substance of the opinions herein expressed. This letter expresses our legal opinion as to the foregoing matters based on our professional judgment at this time; it is not, however, to be construed as a guaranty, nor is it a warranty that a court considering such matters would not rule in a manner contrary to the opinion set forth above.
This opinion letter is rendered to you in connection with the transactions contemplated by the Registration Statement. We consent to be named in the Registration Statement under the heading “Legal Matters” and to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 and Section 11 of the Securities Act of 1933, as amended, and the General Rules and Regulations of the Commission thereunder.
Very truly yours,
/s/ Phelps Dunbar, L.L.P.
