John N. Brewer
Tel 702.792.3773
Fax 702.792.9002
brewerjn@gtlaw.com
Parker Drilling Company
5 Greenway Plaza
Suite 100
Houston, Texas 77046
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Re: | | Registration Statement on Form S-4 $300,000,000 Principal Amount of 9 1/8% Senior Notes due 2018 |
Ladies and Gentlemen:
We have acted as special Nevada counsel to Anachoreta, Inc., Parker Drilling Company North America, Inc., Parker Drilling Management Services, Inc., Parker Drilling Offshore Corporation, Parker North America Operations, Inc. and Parker-VSE, Inc., each a Nevada corporation (collectively, the “Nevada Guarantors”), in connection with the registration under the Securities Act of 1933, as amended (the “Act”), of (i) $300,000,000 principal amount of 9 1/8% Senior Notes due 2018 (the “Exchange Notes”) of Parker Drilling Company, a Delaware corporation (the “Issuer”), to be issued in exchange for the Issuer’s outstanding 9 1/8% Senior Notes due 2018 (the “Private Notes”) pursuant to the Indenture dated as of March 22, 2010 (the “Indenture”), among the Issuer, certain subsidiaries of the Issuer, including the Nevada Guarantors (collectively, the “Guarantors”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), and (ii) the Guarantees (the “Guarantees”) of each of the Guarantors endorsed upon the Exchange Notes.
In rendering the opinions set forth below, we have reviewed (a) the Registration Statement on Form S-4 filed on the date hereof (the “Registration Statement”), (b) the Indenture, (c) the respective constituent documents of the Nevada Guarantors as amended to date, (d) certain records of the corporate proceedings of the Nevada Guarantors, (e) certificates of public officials, and (f) such records, documents, statutes and decisions as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the original of all documents submitted to us as copies thereof and the truthfulness of all statements of fact set forth in the documents and records examined by us.
GREENBERG TRAURIG, LLP§ ATTORNEYS AT LAW§ WWW.GTLAW.COM
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