Exhibit 5.7
To the Addressees named in Schedule 1 (the “Addressees”)
22 December 2021
Pacific Drilling S.A.
We have been requested to give this opinion (the “Opinion”) to the Addressees as Luxembourg law special counsel of Pacific Drilling S.A., a Luxembourg public limited liability company (société anonyme), having its registered office at 25B, Boulevard Royal, L-2449 Luxembourg , Grand Duchy of Luxembourg, and registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg) (the “R.C.S.”) under number B 159.658 (the “Luxembourg Guarantor”), in connection with the registration statement on form S-1 (the “Registration Statement”), being filed by Noble Finance Company, an exempted company incorporated under the laws of the Cayman Islands with limited liability (“Noble”), with the United States Securities and Exchange Commission (the “Commission”), relating to the offering from time to time by the selling securityholders identified therein of Noble’s 11%/ 13%/ 15% senior secured PIK toggle notes due 2028, which are guaranteed by the Luxembourg Guarantor (the “Transaction”).
Capitalised terms used in this Opinion shall, unless otherwise defined in the present Opinion, have the meaning ascribed to them in the Registration Statement.
We have reviewed originals, copies or executed copies (as the case may be) of the following documents:
1.1 | The documents listed in Schedule 2 of this Opinion (the “Transaction Documents”). |
1.2 | The corporate documents of the Luxembourg Guarantor (the “Corporate Documents”) including: |
| (a) | a copy of the consolidated articles of association of the Luxembourg Guarantor as of 27 October 2021 (the “Constitutional Documents”); |
| (b) | a copy of an executed version of the unanimous consent of the members of the board of directors of the Luxembourg Guarantor dated 17 December 2021 approving inter alia the entry into and execution of the Opinion Documents (as defined hereinafter) and the accession of the Luxembourg Guarantor to (i) the Indenture (as defined hereinafter), (ii) the Second Lien Collateral Agreement (as defined hereinafter) and (iii) the Second Lien Collateral Agency Agreement (as defined hereinafter). |
| (c) | an excerpt issued by the R.C.S. in relation to the Luxembourg Guarantor dated 22 December 2021; and |