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| Noble Finance Company | | - 2 - | | December 22, 2021 |
plc (n/k/a Noble Holding Corporation plc) and Its Debtor Affiliates attached to the Order Confirming the Modified Second Amended Joint Plan of Reorganization of Noble Corporation plc (n/k/a Noble Holding Corporation plc) and Its Debtor Affiliates, filed on November 20, 2020 as Docket No. 723 in In re: Noble Corporation plc (n/k/a Noble Holding Corporation plc), et al., Case No. 20-33826 (DRJ) in the United States Bankruptcy Court, Southern District of Texas, Houston Division, including the form of Exit Second Lien Notes Indenture attached to the plan supplement filed on February 5, 2021 as Docket No. 890 in such case, and as modified by the Order Modifying Plan and Confirmation Order, Docket No. 842 in such case (as so modified, the “Plan of Reorganization”), (v) certain resolutions of the Board of Directors of the Company and (vi) originals, or copies certified or otherwise identified, of such corporate records, agreements, documents and other instruments, and we have made such other investigations as we have deemed relevant and necessary in connection with the opinion hereinafter set forth.
In giving such opinion, we have relied, to the extent we deemed proper, without independent investigation, upon the opinions of other counsel to the Company and the Guarantors, and certificates, statements and other representations of officers and other representatives of the Company, the Guarantors and of governmental and public officials with respect to the accuracy and completeness of the material factual matters contained therein or covered thereby.
We have assumed, without independent investigation, that the signatures on all documents examined by us are genuine, that all documents submitted to us as originals are accurate and complete, that all documents submitted to us as copies are true and correct copies of the originals thereof, that such original copies are authentic and complete and that all information submitted to us was accurate and complete. In connection with such opinion, we also have assumed that the trustee and collateral agent had the power, corporate or other, to enter into and perform all obligations under the Indenture and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of the Indenture and the validity and binding effect thereof on such parties. In addition, we have assumed that neither the Plan of Reorganization nor the Indenture has been modified or supplemented, and each remains in full force and effect.
On the basis of the foregoing, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that (i) the Initial Notes constitute legal, valid and binding obligations of the Company, (ii) the Guarantees constitute legal, valid and binding obligations of the Guarantors and (iii) the PIK Notes will, when duly executed, issued and delivered by the Company in accordance with the terms of the Indenture, constitute legal, valid and binding obligations of the Company, each enforceable against the Company or the Guarantors, as applicable, in accordance with their respective terms, except in each case as the enforceability thereof is subject to (a) any applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or other laws relating to or affecting creditors’ rights generally, (b) general principles of equity and public policy (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (c) any implied covenants of good faith and fair dealing.
The opinions set forth above are limited in all respects to matters of the contract law of the State of New York and the Delaware Limited Liability Company Act, each as currently in effect.
