Exhibit 5.2
February 26, 2018
1105 Peters Road, L.L.C.
Connection Technology, L.L.C.
H.B. Rentals, L.C.
International Snubbing Services, L.L.C.
Stabil Drill Specialties, L.L.C.
Superior Energy Services, L.L.C.
Superior Inspection Services, L.L.C.
Workstrings International, L.L.C.
1001 Louisiana Street, Suite 2900
Houston, Texas 77002
Ladies and Gentlemen:
We have acted as Louisiana counsel to 1105 Peters Road, L.L.C., a Louisiana limited liability company (“1105”), Connection Technology, L.L.C., a Louisiana limited liability company (“CT”), H.B. Rentals, L.C., a Louisiana limited liability company (“HBR”), International Snubbing Services, L.L.C., a Louisiana limited liability company (“ISS”)Stabil Drill Specialties, L.L.C., a Louisiana limited liability company (“SDS”), Superior Energy Services, L.L.C., a Louisiana limited liability company (“SES”), Superior Inspection Services, L.L.C., a Louisiana limited liability company (“SIS”), and Workstrings International, L.L.C., a Louisiana limited liability company (“WI” and, together with 1105, CT, HBR, SDS, SES and SIS, collectively, the “Louisiana Guarantors” and individually, a “Louisiana Guarantor”), in connection with the Registration Statement on FormS-4 (the “Registration Statement”) filed concurrently herewith by SESI, L.L.C., a Delaware limited liability company (“SESI”), Superior Energy Services, Inc., a Delaware corporation and the parent of SESI (“Superior Energy”), the Louisiana Guarantors and the other guarantors named therein (together with the Louisiana Guarantors and Superior Energy, the “Guarantors” and individually, a “Guarantor”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”).
The Registration Statement relates to the issuance of SESI’s 7.75% Senior Notes due 2024 in the aggregate principal amount of $500,000,000 (the “Exchange Notes”) and related guarantees by the Guarantors (the “Exchange Guarantees”) pursuant to an exchange offer (the “Exchange Offer”) in exchange for a like principal amount of SESI’s issued and outstanding unregistered 7.75% Senior Notes due 2024 and related guarantees by the Guarantors. The Exchange Notes and Exchange Guarantees will be issued under that certain Indenture, dated as of August 17, 2017 (the “Base Indenture”), as supplemented and amended by that certain Supplemental Indenture, dated as of October 20, 2017 (the “Supplemental Indenture” and, collectively with the Base Indenture, the “Indenture”), by and among SESI, the Guarantors party thereto (including the Louisiana Guarantors) and The Bank of New York Mellon Trust Company, N.A., as trustee. All capitalized terms used herein that are defined in, or by reference in, the Indenture have the meanings assigned to such terms therein or by reference therein, unless otherwise defined herein. We are delivering this opinion letter to you at your request in accordance with the requirements of Item 601(b)(5) of RegulationS-K under the Act.
| 1. | Documents Reviewed |
In connection with rendering the opinions set forth this opinion letter, we have reviewed originals or copies of the following documents (collectively, the “Transaction Documents”):
SESI LA Guarantors Exchange Offer S-4 Opinion Letter |
1.1 the Purchase Agreement, dated as of August 3, 2017, among the SESI, the Guarantors party thereto (including the Louisiana Guarantors) and J.P. Morgan Securities LLC, as representative (the “Representative”) of the several initial purchasers listed in Schedule 1 thereto;
1.2 the Registration Rights Agreement, dated as of August 17, 2017, among SESI, the Guarantors party thereto (including the Louisiana Guarantors) and the Representative;
1.3 the Indenture; and
1.4 the Registration Statement.
Further, in connection with rendering the opinions set forth in this opinion letter, we have reviewed originals or copies of the following documents:
1.5 the articles of organization, as amended through the date hereof, of each Louisiana Guarantor (collectively, the “Charters”);
1.6 the operating agreement, as amended through the date hereof, of each Louisiana Guarantor (the “Operating Documents” and, together with the Charters, the “Organizational Documents”); and
1.7 the authorizing resolutions of each Louisiana Guarantor.
In addition, we have examined originals or copies authenticated to our satisfaction of such corporate records, certificates of officers of the Louisiana Guarantors and public officials, and other documents as we have deemed relevant or necessary in connection with our opinions set forth herein. We have relied, without independent verification, on certificates of public officials and, as to questions of fact material to such opinions, upon the representations of SESI set forth in Transaction Documents or such certificates of officers and other representatives of SESI and factual information we have obtained from such other sources as we have deemed reasonable. We have not independently verified the accuracy of the matters set forth in the written statements or certificates upon which we have relied.
You are aware, and we hereby confirm, that we have not represented the Louisiana Guarantors with respect to the preparation, negotiation, execution or filing of the Indenture, the Exchange Notes, the Registration Statement, or any documents ancillary thereto or transactions contemplated thereby. We have been retained by the Louisiana Guarantors for the sole and limited purpose of rendering the opinions set forth herein. By your acceptance of this opinion, you acknowledge the foregoing and confirm that you have consented to the rendering of the opinions set forth herein by this firm in light thereof.
| 2. | Assumptions |
In rendering the opinions set forth in this opinion letter, we have assumed, without independent investigation or verification, the following:
2.1 the genuineness and authenticity of all documents examined by us and all signatures thereon, and the conformity to originals of all copies of all documents examined by us;
2.2 that the execution, delivery and/or acceptance of the Transaction Documents have been duly authorized by all action, corporate or otherwise, necessary by the parties to the Transaction Documents other than the Louisiana Guarantors (the “Other Parties”);
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2.3 the legal capacity of all natural persons executing the Transaction Documents;
2.4 that each of the Other Parties has satisfied those legal requirements that are applicable to it to the extent necessary to make the Transaction Documents enforceable against it;
2.5 that each of the Transaction Documents constitutes a valid and binding obligation of the Other Parties and is enforceable against the Other Parties in accordance with its terms;
2.6 that each of the Other Parties has complied with all legal requirements pertaining to its status as such status relates to its rights to enforce the Transaction Documents;
2.7 that the Transaction Documents accurately describe and contain the mutual understandings of the parties, and that there are no oral or written statements or agreements or usages of trade or courses of prior dealings among the parties that would modify, amend or vary any of the terms of the Transaction Documents;
2.8 that the Other Parties will act in accordance with, and will refrain from taking any action that is forbidden by, the terms and conditions of the Transaction Documents;
2.9 the constitutionality or validity of a relevant statute, rule, regulation or agency action is not in issue;
2.10 that all agreements other than the Transaction Documents with respect to which we have provided advice in our letter or reviewed in connection with our letter would be enforced as written;
2.11 that there has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence;
2.12 that each of the Other Parties and any agent acting for it in connection with the Transaction Documents have acted without notice of any defense against the enforcement of any rights created by the Transaction Documents;
2.13 the compliance of the Exchange Offer and of the conduct of the parties to the Exchange Offer with any requirement of good faith, fair dealing and conscionability; and
2.14 the due qualification of the Indenture under the Trust Indenture Act of 1939, as amended.
For purposes of this opinion letter, “Applicable Laws” means the Louisiana laws, rules and regulations that a Louisiana counsel exercising customary professional diligence would reasonably be expected to recognize as being applicable to the Louisiana Guarantors or the Transaction Documents, but excluding state “Blue Sky,” fraudulent conveyance, fraudulent transfer and other insolvency laws and any other areas of law that are expressly excluded from the scope of the opinions in this opinion letter.
| 3. | Opinions |
Based upon and subject to the foregoing and in reliance thereon, and subject to and qualified by the qualifications, exceptions and limitations set forth herein, and having due regard for such legal considerations as we deem relevant, we are of the opinion that:
3.1 Each Louisiana Guarantor has the requisite limited liability company power and authority to execute and deliver the Indenture, which includes the Exchange Guarantees, and to perform its respective obligations thereunder.
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3.2 Each Louisiana Guarantor has authorized the execution and delivery of the Indenture, and performance of the Indenture, which includes the Exchange Guarantees, by all necessary limited liability company action.
3.3 Each Louisiana Guarantor has duly executed and delivered the Indenture.
3.4 With respect to each Louisiana Guarantor, the execution and delivery of the Indenture, issuance of the Exchange Guarantees, and performance by such Louisiana Guarantor of its obligations under the Indenture, which includes the Exchange Guarantees, do not violate (a) such Louisiana Guarantor’s Organizational Documents, or (b) any Applicable Law to which such Louisiana Guarantor is subject.
| 4. | Qualifications, Exceptions and Limitations |
The opinions expressed herein are subject to the following qualifications, exceptions and limitations:
4.1 The opinions expressed herein are limited to the effect of the laws of the State of Louisiana. We do not express any opinion herein concerning any law other than the laws of the State of Louisiana. This opinion is limited in all respects to Applicable Law as now in effect and which has been published and is generally available in a format which makes legal research reasonably feasible.
4.2 We undertake no obligation, and hereby disclaim any obligation, to update or supplement this opinion letter with respect to subsequent changes 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 upon our professional judgment at this time.
4.3 We hereby consent to the filing of this opinion letter as Exhibit 5.2 to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the prospectus that is included in the Registration Statement. In giving this consent, we do not hereby 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 promulgated thereunder. This opinion letter may be relied upon by Latham & Watkins LLP, as if it were addressed to it, in rendering its opinion in connection with the registration of the Exchange Notes and the Exchange Guarantees and the issuance of the Exchange Notes and the Exchange Guarantees as described in the Registration Statement.
Very truly yours,
/s/ JONES WALKER LLP
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