Exhibit 5.2
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Osler, Hoskin & HarcourtLLP Suite 2700, Brookfield Place 225 – 6th Avenue S.W. Calgary, Alberta, Canada T2P 1N2 403.260.7000 MAIN 403.260.7024 FACSIMILE | | |
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Calgary Toronto Montréal Ottawa Vancouver New York | | December 23, 2022 Nine Energy Service, Inc. 2001 Kirby Drive, Suite 200 Houston, Texas 77019 Dear Sirs/Mesdames: Re: Registration Statement on Form S-3 |
We are issuing this opinion letter in our capacity as Canadian special counsel to Nine Energy Canada Inc., an Alberta corporation (the “Alberta Subsidiary Guarantor”), in connection with the preparation of the Registration Statement on Form S-3 (as amended or supplemented, the “Registration Statement”) filed with the Securities and Exchange Commission on December 23, 2022 under the Securities Act of 1933, as amended (the “Securities Act”), relating to securities that may be issued and sold by Nine Energy Service, Inc. (the “Company”) and certain subsidiary guarantors thereof, including the Alberta Subsidiary Guarantor. The Registration Statement relates to the sale from time to time, pursuant to Rule 415 of the General Rules and Regulations promulgated under the Securities Act, of, among other things, guarantee(s) of the Company’s debt securities (the “Alberta Subsidiary Guarantee(s)”) by the Alberta Subsidiary Guarantor.
In connection with the opinions expressed in this letter, we have considered such questions of law and examined such public and corporate records, certificates and other documents and conducted such other examinations as we have considered necessary for the purposes of the opinions expressed in this letter, including: (i) the corporate and organizational documents of the Alberta Subsidiary Guarantor, (ii) resolutions of the board of directors and shareholder of the Alberta Subsidiary Guarantor, and (iii) the Registration Statement and the exhibits thereto.
We are qualified to practice law in the Province of Alberta and these opinions are rendered solely with respect to the Province of Alberta and the federal laws of Canada applicable in the Province of Alberta and, as they relate to the legally binding nature of and enforceability of the Alberta Subsidiary Guarantee(s), the laws of the Province of Alberta.
For the purposes of the opinions set forth below, we have assumed without independent investigation or verification by us that:
(i) | the Alberta Subsidiary Guarantee(s) will have the terms described in, and will otherwise be issued as described in, the Registration Statement; |
(ii) | the board of directors of the Alberta Subsidiary Guarantor will have taken all necessary corporate action to authorize and establish the terms of the Alberta Subsidiary Guarantee(s), to authorize the terms of the offering and sale of such Alberta Subsidiary Guarantee(s), and to authorize the execution and delivery by the Alberta Subsidiary Guarantor of the Alberta Subsidiary Guarantee(s) and any related contracts, agreements, indentures and instruments delivered in connection therewith to which the Alberta Subsidiary Guarantor is a party and the performance of its obligations thereunder; |