1.1. | we have been asked to act as a legal counsel for VANTAGE DRILLER ROCO S.R.L., a Romanian company with its headquarters in Bucharest, 17 Dumitru Florescu Street, 2nd floor, room 15, 1 District, Romania, registered with Bucharest Trade Registry under no. J40/10819/2013, having sole registration code 32188833 (hereinafter referred to as the “Guarantor” and, alternatively as the “Company”), acting as a guarantor in relation to the Third Lien Indenture, dated as of February 10, 2016 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Third Lien Indenture”), among VANTAGE DRILLING INTERNATIONAL (formerly known as OFFSHORE GROUP INVESTMENT LIMITED), a Cayman Islands exempted company (the “Issuer”), certain subsidiaries thereof party thereto, including the Company (collectively referred to as the “Guarantors”), and U.S. Bank National Association, in its capacities as Trustee and as Third Lien Noteholder Collateral Agent (the “Collateral Agent”), in connection with the registration statement (the “Registration Statement”) on FormS-1, including all amendments or supplements thereto, filed with the United States Securities and Exchange Commission (the “Commission”) under the United States Securities Act of 1933, as amended, (the “Act”) relating to the sale by the selling security holders identified in the prospectus (the “Selling Securityholders”) from time to time of up to 2,841,768 units of stapled securities (the “Stapled Securities”) of the Issuer, each such Stapled Security comprising one ordinary share of the Issuer, par value $0.001 per share (the “Common Shares”), and $172.61 original issuance principal amount of the Issuer’s 1%/12%Step-Up Senior Secured Third Lien Convertible Notes due 2030 (the “Notes”) issued under the Third Lien Indenture, in each case subject to adjustment as described in the Third Lien Indenture; |