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![LOGO](https://capedge.com/proxy/S-4A/0001193125-21-196386/g153131snap0002.jpg) | | Frank’s International N.V. June 22, 2021 Page 2 |
In connection with rendering the opinion set forth below, we have assumed that (i) all information contained in all documents reviewed by us is true and correct, (ii) all signatures on all documents examined by us are genuine, (iii) all documents submitted to us as originals are authentic and all documents submitted to us as copies conform to the originals of those documents, (iv) the Registration Statement, and any amendments thereto (including post-effective amendments), will have become effective, and (v) the Warrants will be issued in compliance with applicable federal and state securities laws and in the manner specified in the Registration Statement and the Prospectus relating thereto. We have further assumed that each of the documents identified in clauses (i) through (v) of the preceding paragraph will be entered into, adopted or filed as appropriate.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that the Warrants, when and if issued and delivered in accordance with the terms of the Merger Agreement, and assuming the due authorization, execution and delivery of such Warrants by the Company and the Warrant Agent, will constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).
The foregoing opinion is limited to the laws of the State of New York and the federal laws of the United States of America. We do not express any opinion as to the effect of the laws of any other jurisdiction, domestic or foreign. With respect to matters governed by the laws of the Netherlands, we have relied, with the consent of such counsel, on the opinion, filed as Exhibit 5.1 to the Registration Statement, of NautaDutilh N.V. We express no opinion as to any matter other than as set forth herein, and no opinion may be inferred or implied herefrom. Our opinion is given as of the date hereof, and we undertake no, and hereby disclaim any, obligation to advise you of any change in any matter set forth herein.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the Prospectus forming a part of the Registration Statement under the caption “Legal Matters.” In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act.
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Very truly yours, |
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/s/ Vinson & Elkins L.L.P. |
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Vinson & Elkins L.L.P. |