Exhibit 5.7
CMS Cameron McKenna LLP | |
Saltire Court | |
Ocean Rig UDW Inc. 10 Skopa Street, Tribune House 2nd Floor, Office 202 CY 1075 Nicosia, Cuprus | 20 Castle Terrace Edinburgh EH1 2EN |
DX 553001, Edinburgh 18 Legal Post LP-2, Edinburgh 6 | |
T +44 131 228 8000 F +44 131 228 8888 | |
(the "Parent Company") | |
www.cms-cmck.com | |
Direct +44 131 200 7643 E gordon.hay@cms-cmck.com | |
March, 17 2015 | ||
Your ref | ||
Our ref | TAFP/GOHA/130294.00037 |
Dear Ladies and Gentlemen,
Shelf Registration Statement in respect of Securities of the Parent Company and guarantees of the Parent Company's debt securities by certain of its subsidiaries (the "Registration Statement")
We act as Scottish solicitors to:
(a) | Ocean Rig Limited, a company incorporated in Scotland with limited liability (Registered Number SC343123); and |
(b) | Ocean Rig UK Limited, a company incorporated in Scotland with limited liability (Registered Number SC180925). |
(together being the "Companies" and "Company" shall be construed accordingly) in connection with the Registration Statement covering, among other things, guarantees of the Parent Company's debt securities by certain of its subsidiaries, including the Companies (each, a "Subsidiary Guarantee")
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UK - 205643007.1
CMS Cameron McKenna LLP is a limited liability partnership registered in England and Wales with registration number OC310335. It is a body corporate which uses the word "partner" to refer to a member, or an employee or consultant with equivalent standing and qualifications. It is authorised and regulated by the Solicitors Regulation Authority of England and Wales with SRA number 423370 and by the Law Society of Scotland with registered number 47313. A list of members and their professional qualifications is open to inspection at the registered office, Mitre House, 160 Aldersgate Street, London EC1A 4DD. Members are either solicitors or registered foreign lawyers. VAT registration number: 974 899 925. Further information about the firm can be found at www.cms-cmck.com
CMS Cameron McKenna LLP is a member of CMS Legal Services EEIG (CMS EEIG), a European Economic Interest Grouping that coordinates an organisation of independent law firms. CMS EEIG provides no client services. Such services are solely provided by CMS EEIG's member firms in their respective jurisdictions. CMS EEIG and each of its member firms are separate and legally distinct entities, and no such entity has any authority to bind any other. CMS EEIG and each member firm are liable only for their own acts or omissions and not those of each other. The brand name "CMS" and the term "firm" are used to refer to some or all of the member firms or their offices. Further information can be found at www.cmslegal.com
Notice: the firm does not accept service by e-mail of court proceedings, other processes or formal notices of any kind without specific prior written agreement.
You have requested our opinion set out in paragraph 3 of this opinion letter (being subject to the assumptions, qualifications, reservations and observations contained in, or referred to in this opinion letter).
We have not advised the Companies or the Parent Company or assisted them (or any of them) in any way in relation to the terms of the Registration Statement, the related offering documents or any other matters or documents. On these matters the Companies and the Parent Company have been separately advised by their lawyers qualified in the relevant jurisdiction.
For the purpose of giving this opinion we have examined the following documents:
1.1 | an electronic copy of the certificate of incorporation of each Company (and any certificate of incorporation on change of name) obtained today from Companies House online; |
1.2 | an electronic copy of the Articles of Association of each Company obtained from Companies House online on 17th March 2015; |
1.3 | a Certificate of Good Standing issued by Companies House in respect of Ocean Rig Limited dated 17th March 2015; |
1.4 | a Certificate of Good Standing issued by Companies House in respect of Ocean Rig UK Limited dated 17th March 2015; |
1.5 | an electronic copy of a unanimous board resolution of the directors of Ocean Rig Limited dated 13th March 2015; |
1.6 | an electronic copy of a unanimous board resolution of the directors of Ocean Rig UK Limited dated 13th March 2015; |
1.7 | the results of our online search on 17th March 2015 of the public records of each Company on file and available for inspection at Companies House and the results of telephone searches made by us in respect to winding up petitions and the court appointment of an administrator relating to each Company with the Petition Department of the Court of Session, on 17th March 2015 2015 at 9:15 am; |
Except as mentioned above, we have not examined any agreements, instruments, records or other documents, and have not made any enquiries or other investigations whatsoever, relating to or concerning the Companies or any other parties in connection with the giving of this opinion.
In considering the documents referred to above we have assumed:
2.4 | that each of the documents referred to in paragraph 1 was accurate and complete and remains accurate and complete as at the date of this opinion letter and was not and is not misleading or incorrect in any respect and does not fail to disclose any matters which would be relevant in the context of the giving of the opinions contained in this opinion letter; |
2.5 | the absence of any other arrangements between the parties to the Subsidiary Guarantees which may modify or supersede any of the terms of the Subsidiary Guarantees; |
2.6 | none of the transactions contemplated by the Subsidiary Guarantees will infringe the terms of, or constitute a default under, any agreement, indenture, contract, mortgage, deed or other instrument to which a Company is a party or by which any of its property, undertaking, assets or revenues are bound (other than the documents set forth in paragraph 1 to which any Company is bound); |
2.7 | any documents not governed by Scots law would be interpreted in the same way as an Scottish court would interpret them, and Scottish courts would not give effect to any provision in such documents that is dependant on foreign law concepts that are not recognised under Scottish law; |
2.9 | that the information disclosed in the Searches was correct and complete and remains correct and complete as at the date of this opinion letter. It should be noted, however, that: |
Our opinion is confined to, and given on the basis of, Scottish law as applied by the Scottish courts at the date of this opinion letter and we have made no investigation of the laws of any country or jurisdiction other than Scotland and we do not express or imply any opinion thereon. Furthermore we do not express any opinion on European Union law as it affects any jurisdiction other than Scotland (and, for this purpose, we have assumed that all statutory instruments and/or regulations made in Scotland in purported implementation of any directive have been duly made in accordance with that directive and are valid in all respects under Scottish law). The opinions given in this opinion letter are strictly limited to the matters stated in paragraph 3 below and do not extend to and are not to be read as extending by implication to any other matters. We express no opinion as to matters of fact.
This opinion letter and all non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with Scottish law as at the date of this opinion letter.
Based upon and subject to the foregoing and subject to the reservations, qualifications and observations set out in paragraph 4 below and to any matters not disclosed to us, we are of the opinion that:
3.2 | each of the Companies has duly taken all necessary corporate action to authorise the filing of the Registration Statement with the Securities and Exchange Commission. |
The opinions expressed in this opinion letter are subject to the following reservations, qualifications and observations:
Enforceability of Claims
General Principles and Insolvency
EU Council Regulation on Insolvency Proceedings
Scottish Proceedings
4.17 | any guarantee or third party security granted by a company is liable to be set aside subsequently on the ground that: |
4.17.2 | the giving of the guarantee or security constituted an "unfair preference" given to a person within the meaning of Section 243 of the Insolvency Act 1986; or |
We have not ourselves investigated any of these matters and express no opinions thereon or, consequently, on any of the matters referred to in sub-paragraphs 4.17.1, 4.17.2 and 4.17.3 above so far as they may affect any documents;
Application of Foreign Law
4.19 | we make no comment with regard to references to foreign statutes, regulations or codes in any documents; |
4.20 | any provision of any documents which constitutes, or purports to constitute, a restriction on the exercise of any statutory power by any person may be ineffective; |
4.21 | the opinion expressed in this letter does not extend to any document or any provision of a document that would be inconsistent with or inapplicable to the laws of Scotland; |
Default Interest and Indemnities
4.23 | any undertakings or indemnities given by any Company in any documents in relation to United Kingdom stamp duties may be void or unenforceable under Section 117 of the Stamp Act 1891; |
Discretions, Certifications and Amendments
Other Qualifications
4.26 | the enforcement in Scotland of any documents will be subject to the Scottish rules of civil procedure; |
4.28 | we express no opinion on any provision in any document purporting to waive a forum non conveniens defence or other similar right; |
4.29 | we express no opinion as to whether any waiver by any party of its rights to immunity from legal proceedings in respect of its obligations under any document would be effective or enforceable; |
The aggregate liability of CMS Cameron McKenna LLP (also referred to as, "us") and Our Personnel (should any liability attach to Our Personnel notwithstanding sub-clauses 12.3 and 14.3 of our General Terms and Conditions of Business) to you and all Associated Persons in respect of all claims by you and all Associated Persons arising out of or in connection with this opinion letter (including claims for legal costs and claims to which the provisions of sub-clauses 12.1 and 12.4 of our General Terms and Conditions of Business apply), whether arising as a result of any negligence by us or Our Personnel or otherwise, shall be limited to the sum of £25,000,000, provided always that there shall be no limitation in respect of any liability for fraud, dishonesty, reckless disregard of professional obligations or any liability which cannot be lawfully limited or which it would be unreasonable to limit. This term shall be enforceable by Our Personnel.
In the foregoing paragraph:
"Associated Person": any person who is not our client in relation to the matter but whom we agree shall be entitled to rely upon or receive our services in relation to the matter;
"Our Personnel": our partners, employees, service company and the employees of our Overseas Offices as such expressions are defined in our General Terms and Conditions of Business; and
"this opinion letter": this letter and future letters from us to you in connection with the Companies.
This opinion letter is given by CMS Cameron McKenna LLP (being signed by a partner in the Edinburgh office of such firm who is admitted by the Law Society of Scotland to practise law in Scotland), which assumes liability, and is responsible, for it. No individual owes or shall owe any duty of care to any person for this opinion letter. Seward & Kissel LLP may rely on this opinion as if it were addressed and had been delivered by us to it on the date hereof.
Yours faithfully
/s/ Gordon Hay
For and on behalf of CMS Cameron McKenna LLP