Exhibit 5.1
| 2 December 2024 | Our Ref: PO/CO/jm/L15498 |
Borr Drilling Limited 2nd Floor, S.E. Pearman Building 9 Par-la-Ville Road Hamilton, HM11 Bermuda |
Dear Addressees
BORR DRILLING LIMITED
We have been asked to provide this legal opinion to you with regard to the laws of Bermuda in connection with the Registration Statement (as defined in Schedule 1, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) by Borr Drilling Limited (the “Company”).
For the purposes of giving this opinion, we have examined and relied upon the originals or copies of the documents listed in Schedule 1.
We are Bermuda Barristers and Attorneys and express no opinion as to any laws other than the laws of Bermuda in force and as interpreted at the date of this opinion. We have not, for the purposes of this opinion, made any investigation of the laws, rules or regulations of any other jurisdiction. Except as explicitly stated herein, we express no opinion in relation to any representation or warranty contained in the Documents (as defined in Schedule 1) nor upon matters of fact or the commercial terms of the transactions contemplated by the Documents.
Based upon the foregoing examinations and the assumptions and qualifications set out below and upon such searches as we have conducted and having regard to legal considerations which we consider relevant, and under the laws of Bermuda, we give the following opinions in relation to the matters set out below.
| 1. | The Company is an exempted company duly incorporated under the Companies Act, 1981 (as amended) (the “Companies Act”) and validly exists as a company limited by shares in Bermuda. Based solely on the Certificate of Compliance referred to in Schedule 1, the Company is in good standing under the laws of Bermuda. |
| 2. | With respect to the Plan Shares, upon the issue of the Plan Shares (by the entry of the name of the registered owner thereof in the Register of Members of the Company confirming that such Plan Shares have been issued credited as fully paid), delivery and payment therefor in accordance with the Plan and the Memorandum and Bye-Laws (as defined in Schedule 1) and in the manner contemplated by the Registration Statement (as each term is defined in Schedule 1), the Plan Shares will be duly authorised, validly issued, fully paid and non- assessable (meaning that no additional sums may be levied in respect of such Plan Shares on the holder thereof by the Company). |
Walkers The Scalpel, 11th Floor, 52 Lime Street, London, EC3M 7AF, UK T +44 (0)20 7220 4999 www.walkersglobal.com
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The foregoing opinions are given based on the following assumptions.
| 1. | The originals of all documents examined in connection with this opinion are authentic. The signatures, initials and seals on the Documents are genuine and are those of a person or persons given power to execute the Documents under the Resolutions (as defined in Schedule 1). All documents purporting to be sealed have been so sealed. All copies are complete and conform to their originals. The Documents conform in every material respect to the latest drafts of the same produced to us and, where provided in successive drafts, have been marked up to indicate all changes to such Documents. |
| 2. | The Memorandum and Bye-Laws reviewed by us will be the memorandum of association and bye-laws of the Company in effect upon the consummation of the issuance and sale of the Plan Shares. |
| 3. | The Company Records (as defined in Schedule 1) are complete and accurate and all matters required by law and the Memorandum and Bye-Laws to be recorded therein are completely and accurately so recorded. |
| 4. | The accuracy and completeness of all factual representations made in the Registration Statement, the Plan, the US Sub-Plan and all other documents reviewed by us. |
| 5. | The Company will receive consideration in money or money’s worth for each Plan Share offered by the Company when issued at the agreed issue price as per the terms of the Registration Statement and the Plan (and the US Sub-Plan, if applicable), such price in any event not being less than the stated par or nominal value of each Plan Share. |
| 6. | The Resolutions (defined in Schedule 1) are and shall remain in full force and effect and have not been and will not be rescinded or amended. The Resolutions have been duly executed by or on behalf of each director of the Company and the signatures and initials thereon are those of a person or persons in whose name the Resolutions have been expressed to be signed. |
| 7. | Each of the Registration Statement, the Plan and the US Sub-Plan will be duly authorised, executed and delivered by or on behalf of all relevant parties prior to the issue and sale of the Plan Shares and will be legal, valid, binding and enforceable against all relevant parties in accordance with their terms under all relevant laws (other than the laws of Bermuda). |
| 8. | All preconditions to the obligations of the parties to the Plan and the US Sub-Plan will be satisfied or duly waived prior to the issue and sale of the Plan Shares and there will be no breach of the terms of the Plan or the US Sub-Plan. |
| 9. | That on the date of issuance of any of the Plan Shares the Company will have sufficient authorised but unissued common shares. |
| 10. | That shares of the Company are and will continue to be listed on an appointed stock exchange, as defined in the Companies Act 1981, as amended, and the consent to the issue and free transfer of shares and securities of the Company given by the Bermuda Monetary Authority will not have been revoked or amended at the time of issuance of any Plan Shares. |
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| 11. | That there is no provision of any award agreement or any sub-plan nor any variation or amendment to the Scheme (as defined in the Plan) or the Plan (other than the US Sub-Plan) which would or might affect any of the opinions set forth above. |
| 12. | There is nothing under any law (other than the laws of Bermuda) which would or might affect any of the opinions set forth above. |
We have relied upon the statements and representations of directors, officers and other representatives of the Company as to factual matters.
Our opinion as to good standing is based solely upon receipt of the Certificate of Compliance (as defined in Schedule 1) issued by the Registrar of Companies, which confirms only that the Company has neither failed to make any filing with any Bermuda governmental authority nor failed to pay any Bermuda government fee or tax, which might make it liable to be struck off the Register of Companies.
“Non-assessability” is not a legal concept under Bermuda law. Reference in this opinion to shares being “non-assessable” shall mean, in relation to fully-paid shares of the Company and subject to any contrary provision in any agreement in writing between the Company and the holder of shares, that no member shall be:
| (a) | obliged to contribute further amounts to the capital of the Company, either in order to complete payment for their shares, to satisfy claims of creditors of the Company, or otherwise; and |
| (b) | bound by an alteration of the Memorandum or Bye-laws of the Company after the date on which they became a member, if and so far as the alteration requires them to take, or subscribe for additional shares, or in any way increases their liability to contribute to the share capital of, or otherwise to pay money to, the Company. |
This opinion is limited to the matters referred to herein and shall not be construed as extending to any other matter or document not referred to herein. This opinion is given solely for your benefit and the benefit of your legal advisers acting in that capacity in relation to this transaction and may not be relied upon by any other person, other than persons entitled to rely upon it pursuant to the provisions of the Securities Act, without our prior written consent.
This opinion shall be construed in accordance with the laws of Bermuda.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. We also consent to the identification of our firm in the Registration Statement.
Yours faithfully
WALKERS
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SCHEDULE 1
LIST OF DOCUMENTS EXAMINED
| 1. | The Certificate of Incorporation as issued on 9 August 2016, Certificate of Incorporation on Change of Name, Memorandum of Association, Bye-laws of the Company as adopted on 27 September 2019(together the “Memorandum and Bye-laws”), and Register of Directors and Officers, in each case of the Company, copies of which have been provided to us by its in Bermuda (together the “Company Records”). |
| 2. | The public records of the Company on the Register of Companies, examined on 29 November 2024. |
| 3. | A Certificate of Compliance dated 28 November 2024 issued by the Registrar of Companies for the Ministry of Finance in relation to the Company (the “Certificate of Compliance”). |
| 4. | A copy of executed written resolutions of the board of directors of the Company dated 29 November 2024 (the “Resolutions”). |
| 5. | Copies of the following documents (the “Documents”): |
| (a) | the Registration Statement on Form S-8, originally filed on 2 December 2024 by the Company with the United States Securities and Exchange Commission (“SEC”) in respect of the registration of 12,638,327 shares, par value $0.10 each (“Common Shares”) that may be issued upon the exercise of share options granted pursuant to the Plan (the “Plan Shares”) under the United States Securities Act of 1933, as amended (the “Securities Act”) (the “Registration Statement”); |
| (b) | a United States sub-plan to the Share Option Scheme which shall only apply to holders who are subject to U.S. federal income tax (the “US Sub-Plan”); and |
| (c) | the Company’s Share Option Scheme noted as approved by the board on 15 March 2017 as amended on 13 February 2024 (the “Plan”). |