Exhibit 5.1
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55 HUDSON YARDS | NEW YORK, NY 10001-2163
T: 212.530.5000
MILBANK.COM
May 23, 2019
Vantage Drilling International
c/o Vantage Energy Services, Inc.
777 Post Oak Boulevard, Suite 800
Houston, Texas 77056
Dear Ladies and Gentleman,
We have acted as special counsel to Vantage Drilling International, a Cayman Islands exempted company (the “Company”) and to Vantage Deepwater Drilling, Inc., a Delaware corporation, Vantage Delaware Holdings, LLC, a Delaware limited liability company, and Vantage Energy Services, Inc., a Delaware corporation (together, the “Delaware Parties”) in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of the Company’s Registration Statement onForm S-1, including all amendments or supplements thereto (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), relating to the sale by the selling securityholders identified in the prospectus (the “Selling Securityholders”) from time to time of up to 2,863,768 units of stapled securities (the “Stapled Securities”) of the Company. Each Stapled Security comprises one ordinary share of the Company, par value $0.001 per share (the “Common Shares”), and $172.61 original principal amount of the Company’s 1%/12%Step-Up Senior Secured Third Lien Convertible Notes due 2030 (the “Notes”), in each case subject to adjustment as described in the Indenture (as defined below). The Notes were issued under an indenture, dated February 10, 2016 (as amended by the first supplemental indenture thereto, dated June 8, 2016, the second supplemental indenture thereto, dated January 24, 2019 and the third supplemental indenture thereto, dated February 13, 2019, collectively, the “Existing Indenture” and, as further amended, supplemented, amended and restated, or otherwise modified from time to time, the “Indenture”), among the Company, the guarantors named therein, which include the Delaware Parties (the “Guarantors”) and U.S. Bank National Association, not in its individual capacity but solely as trustee (together with its successors and assigns, in such capacity, the “Trustee”) and not in its individual capacity but solely as collateral agent (together with its successors and assigns, in such capacity, the “Noteholder Collateral Agent”). The Notes are guaranteed (the “Guarantees” and, together with the Stapled Securities and the Notes, the “Securities”) by the Guarantors. The Stapled Securities being registered under the Registration Statement will be offered on a continuous or delayed basis pursuant to the provisions of Rule 415 under the Securities Act.
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