Exhibit 5.2
March 4, 2022
Valaris Limited
Clarendon House, 2 Church Street
Hamilton Bermuda, HM 11
| Re: | Valaris Limited Registration Statement on Form S-3 |
Ladies and Gentlemen:
We have acted as counsel to Valaris Limited, an exempted company incorporated under the laws of Bermuda (the “Company”), and certain of its subsidiaries and affiliates listed on Annex A hereto (the “Guarantors”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-3 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration under the Securities Act and the proposed sale from time to time pursuant to Rule 415 under the Securities Act by the selling securityholders named therein, together or separately, of:
(i) the Company’s 8.25% Senior Secured First Lien Notes due 2028 (the “Debt Securities”), including the Debt Securities issued on April 30, 2021 (the “Initial Debt Securities”) and additional Debt Securities that may be issued if interest on the Debt Securities is paid-in-kind through maturity (the “PIK Debt Securities”); and
(ii) guarantees of the Debt Securities by the Guarantors (the “Guarantees”).
The Debt Securities and the Guarantees are collectively referred to herein as the “Securities.” The Initial Debt Securities have been issued, and the PIK Debt Securities are to be issued, under an indenture, dated as of April 30, 2021, by and among the Company, the subsidiary guarantors party thereto and Wilmington Savings Fund Society, FSB, as collateral agent and trustee (the “Trustee”), as amended and supplemented by (i) that certain First Supplemental Indenture, dated as of July 6, 2021, among the Company, Alpha South Pacific Holding Company, an exempted company formed under the laws of the Cayman Islands, and the Trustee and (ii) that certain Second Supplemental Indenture, dated as of January 12, 2022, among the Company, Valaris United LLC, a Delaware limited liability company, and the Trustee (as so amended and supplemented, the “Indenture”).
In arriving at the opinions expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of the Indenture, forms of the Debt Securities and the Guarantees and such other documents, corporate records, certificates of officers of the Company, the Guarantors and of public officials and other instruments as we have deemed necessary or advisable to enable us to render these opinions. In our examination, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. As to any facts material to these opinions, we have relied to the extent we deemed appropriate and without independent investigation upon statements and representations of officers and other representatives of the Company, the Guarantors and others.
Valaris Limited
March 4, 2022
Page 2
We have assumed without independent investigation that:
(i) at the time any Securities are sold pursuant to the Registration Statement (the “Relevant Time”), the Registration Statement and any supplements and amendments thereto (including post-effective amendments) will be effective and will comply with all applicable laws;
(ii) at the Relevant Time, if applicable, a prospectus supplement will have been prepared and filed with the Commission describing the Securities offered thereby and all related documentation and will comply with all applicable laws;
(iii) all Securities will be issued and sold in the manner stated in the Registration Statement and, if applicable, the appropriate prospectus supplement; and
(iv) at the Relevant Time, all corporate or other action required to be taken by the Company or any Guarantor to duly authorize each proposed issuance of PIK Debt Securities (including the Guarantees of such PIK Debt Securities) and any related documentation (including the execution, delivery and performance of the PIK Debt Securities and any related documentation referred to below) shall have been duly completed and shall remain in full force and effect.
Based on the foregoing and in reliance thereon, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that (i) the Initial Debt Securities are legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, and the Guarantees of such Initial Debt Securities are legal, valid and binding obligations of the Guarantors obligated thereon, enforceable against such Guarantors in accordance with their respective terms, and (ii) the PIK Debt Securities, when such PIK Debt Securities have been duly executed, delivered and authenticated in accordance with the terms of the Indenture, will be legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, and the Guarantees of such PIK Debt Securities will be legal, valid and binding obligations of the Guarantors obligated thereon, enforceable against such Guarantors in accordance with their respective terms.
Valaris Limited
March 4, 2022
Page 3
The opinions expressed above are subject to the following exceptions, qualifications, limitations and assumptions:
A. We render no opinion herein as to matters involving the laws of any jurisdiction other than (i) the State of New York and the United States of America, (ii) the Texas Business Organizations Code and (iii) the Delaware General Corporation Law and the Delaware Limited Liability Company Act. We are not admitted to practice in the State of Delaware; however, we are generally familiar with the Delaware General Corporation Law and the Delaware Limited Liability Company Act as currently in effect and have made such inquiries as we consider necessary to render the opinions contained herein. Without limitation, we do not express any opinion regarding any Delaware contract law. This opinion is limited to the effect of the current state of the laws of the State of New York, the United States of America and, to the limited extent set forth above, the laws of the State of Delaware and the State of Texas and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretations thereof or such facts.
B. In furtherance of the foregoing, we express no opinion with respect to matters under the laws of Bermuda, Singapore, Myanmar, Scotland, Ghana, Nevada, Luxembourg, Mexico, Malta, Australia, Saudi Arabia, Switzerland, Gibraltar, the Cayman Islands, British Virgin Islands, Brazil, Jersey, the Marshall Islands, the United Kingdom, England, Wales or Hong Kong, and to the extent such matters are necessary to the conclusions expressed herein, we have assumed such matters. Various matters under such laws are addressed in opinions of Conyers Dill & Pearman Limited with respect to Bermuda law, Allen & Gledhill LLP with respect to Singapore law, Allen & Gledhill (Myanmar) Co., Ltd. with respect to Myanmar law, Anderson Strathern LLP with respect to Scottish law, Bentsi-Enchill, Letsa & Ankomah with respect to Ghanian law, Brownstein Hyatt Farber Schreck, LLP with respect to Nevada law, Elvinger Hoss Prussen with respect to Luxembourg law, Galicia Abogados, S.C. with respect to Mexican law, Ganado Advocates with respect to Maltese law, Gilbert and Tobin with respect to Australia law, Hammad & Al-Mehdar with respect to Saudi law, Hombuger AG with respect to Swiss law, Isolas LLP with respect to Gibraltar law, Maples and Calder (Cayman) LLP with respect to Cayman law, Maples and Calder (BVI) LLP with respect to British Virgin Islands law, Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados with respect to Brazilian law, Mourant Ozannes (Jersey) LLP with respect to Jersey law, Seward & Kissel LLP with respect to Marshall Islands law, and Slaughter and May with respect to English and Hong Kong law, filed as exhibits to the Registration Statement.
C. The opinions above with respect to the Indenture, the Debt Securities and the related Guarantees (collectively, the “Documents”) are each subject to (i) the effect of any bankruptcy, insolvency, reorganization, moratorium, arrangement or similar laws affecting the rights and remedies of creditors’ generally, including without limitation the effect of statutory or other laws regarding fraudulent transfers or preferential transfers and (ii) general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance, injunctive relief or other equitable remedies regardless of whether enforceability is considered in a proceeding in equity or at law.
Valaris Limited
March 4, 2022
Page 4
D. We express no opinion regarding the effectiveness of (i) any waiver of stay, extension or usury laws or of unknown future rights; (ii) any waiver (whether or not stated as such) under the Indenture or any other Document of, or any consent thereunder relating to, unknown future rights or the rights of any party thereto existing, or duties owing to it, as a matter of law; (iii) any waiver (whether or not stated as such) contained in the Indenture or any other Document of rights of any party, or duties owing to it, that is broadly or vaguely stated or does not describe the right or duty purportedly waived with reasonable specificity; (iv) provisions relating to indemnification, exculpation or contribution, to the extent such provisions may be held unenforceable as contrary to public policy or federal or state securities laws or due to the negligence or willful misconduct of the indemnified party; (v) any purported fraudulent transfer “savings” clause; (vi) any provision in any Document waiving the right to object to venue in any court; (vii) any agreement to submit to the jurisdiction of any Federal court; (viii) any waiver of the right to jury trial; or (ix) any provision to the effect that every right or remedy is cumulative and may be exercised in addition to any other right or remedy or that the election of some particular remedy does not preclude recourse to one or more others.
We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Legal Matters” in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Gibson, Dunn & Crutcher LLP
ANNEX A
Guarantors
| Guarantor | Jurisdiction of Formation |
| Alpha Achiever Company | Cayman Islands |
| Alpha Admiral Company | Cayman Islands |
| Alpha Archer Company | Cayman Islands |
| Alpha Aurora Company | Cayman Islands |
| Alpha Offshore Drilling Services Company | Cayman Islands |
| Alpha Orca Company | Cayman Islands |
| Alpha South Pacific Holding Company | Cayman Islands |
| Atlantic Maritime Services LLC | Delaware |
| Atwood Australian Waters Drilling Pty Limited | Australia |
| Atwood Oceanics Australia Pty Limited | Australia |
| Atwood Oceanics Pacific Limited | Cayman Islands |
| Atwood Offshore Drilling Limited | Hong Kong |
| Atwood Offshore Worldwide Limited | Cayman Islands |
| ENSCO (Barbados) Limited | Cayman Islands |
| Ensco (Myanmar) Limited | Myanmar |
| ENSCO Arabia Co. Ltd. | Saudi Arabia |
| ENSCO Asia Company LLC | Texas |
| ENSCO Asia Pacific Pte. Limited | Singapore |
| Ensco Associates Company | Cayman Islands |
| ENSCO Australia Pty. Limited | Australia |
| ENSCO Capital Limited | Cayman Islands / United Kingdom |
| ENSCO Corporate Resources LLC | Delaware |
| Ensco Deepwater Drilling Limited | England and Wales (UK) |
| ENSCO Deepwater USA II LLC | Delaware |
| ENSCO Development Limited | Cayman Islands |
| Ensco do Brasil Petróleo e Gás Ltda. | Brazil |
| Ensco Drilling I Ltd. | Cayman Islands |
| ENSCO Drilling Mexico LLC | Delaware |
| Ensco Endeavors Limited | Cayman Islands / United Kingdom |
| ENSCO Global GmbH | Switzerland |
| Ensco Global II Ltd. | Cayman Islands |
| ENSCO Global Investments LP | England and Wales (UK) |
| Ensco Global IV Ltd | British Virgin Islands |
| ENSCO Global Limited | Cayman Islands / United Kingdom |
| ENSCO Global Resources Limited | England and Wales (UK) |
| Ensco Holdco Limited | England and Wales (UK) |
| ENSCO Holding Company | Delaware |
| Ensco Holdings I Ltd. | Cayman Islands |
| Ensco Incorporated | Texas |
| Ensco Intercontinental GmbH | Switzerland |
| ENSCO International Incorporated | Delaware |
| Ensco International Ltd. | British Virgin Islands / United Kingdom |
| ENSCO Investments LLC | Nevada / United Kingdom |
| Ensco Jersey Finance Limited | Jersey / United Kingdom |
| ENSCO Limited | Cayman Islands |
| Ensco Management Corp. | British Virgin Islands |
| ENSCO Maritime Limited | Bermuda |
| Ensco Mexico Services S.de R.L. de C.V. | Mexico |
| Ensco Ocean 2 Company | Cayman Islands |
| ENSCO Oceanics Company LLC | Delaware |
| ENSCO Oceanics International Company | Cayman Islands |
| ENSCO Offshore LLC | Delaware |
| ENSCO Offshore International Company | Cayman Islands |
| ENSCO Offshore International Holdings Limited | Cayman Islands / United Kingdom |
| ENSCO Offshore International Inc. | Marshall Islands |
| Ensco Offshore International LLC | Delaware |
| Ensco Offshore Petróleo e Gás Ltda. | Brazil |
| ENSCO Offshore U.K. Limited | England and Wales (UK) |
| ENSCO Overseas Limited | Cayman Islands |
| ENSCO Services Limited | England and Wales (UK) |
| Ensco Transcontinental II LP | England and Wales (UK) |
| Ensco Transnational I Limited | Cayman Islands |
| Ensco Transnational III Limited | Cayman Islands |
| ENSCO U.K. Limited | England and Wales (UK) |
| Ensco UK Drilling Limited | England and Wales (UK) |
| Ensco Universal Holdings I Ltd. | Cayman Islands / United Kingdom |
| Ensco Universal Holdings II Ltd. | Cayman Islands / United Kingdom |
| ENSCO Universal Limited | England and Wales (UK) |
| Ensco Vistas Limited | Cayman Islands |
| Ensco Worldwide GmbH | Switzerland |
| EnscoRowan Ghana Drilling Limited | Ghana |
| Great White Shark Limited | Gibraltar |
| Green Turtle Limited | Gibraltar |
| International Technical Services LLC | Delaware |
| Manatee Limited | Malta |
| Manta Ray Limited | Malta |
| Marine Blue Limited | Gibraltar |
| Offshore Drilling Services LLC | Delaware |
| Pacific Offshore Labor Company | Cayman Islands |
| Petroleum International Pte. Ltd. | Singapore |
| Pride Global II Ltd. | British Virgin Islands |
| Pride International LLC | Delaware |
| Pride International Management Co. LP | Texas |
| Ralph Coffman Cayman Limited | Cayman Islands |
| Ralph Coffman Limited | Gibraltar |
| Ralph Coffman Luxembourg S.à r.l. | Luxembourg |
| RCI International, Inc. | Cayman Islands |
| RD International Services Pte. Ltd. | Singapore |
| RDC Arabia Drilling, Inc. | Cayman Islands |
| RDC Holdings Luxembourg S.à r.l. | Luxembourg |
| RDC Malta Limited | Malta |
| RDC Offshore Luxembourg S.à r.l. | Luxembourg |
| RDC Offshore Malta Limited | Malta |
| RoCal Cayman Limited | Cayman Islands |
| Rowan 240C#3, Inc. | Cayman Islands |
| Rowan Companies Limited | England and Wales (UK) |
| Rowan Companies, LLC | Delaware |
| Rowan Drilling (Gibraltar) Limited | Gibraltar |
| Rowan Drilling (Trinidad) Limited | Cayman Islands |
| Rowan Drilling (U.K.) Limited | Scotland (UK) |
| Rowan Drilling Services Limited | Gibraltar |
| Rowan Financial Holdings S.à r.l. | Luxembourg |
| Rowan International Rig Holdings S.à r.l. | Luxembourg |
| Rowan Marine Services LLC | Texas |
| Rowan N-Class (Gibraltar) Limited | Gibraltar |
| Rowan No. 1 Limited | England and Wales (UK) |
| Rowan No. 2 Limited | England and Wales (UK) |
| Rowan Norway Limited | Gibraltar |
| Rowan Offshore (Gibraltar) Limited | Gibraltar |
| Rowan Offshore Luxembourg S.à r.l. | Luxembourg |
| Rowan Rigs S.à r.l. | Luxembourg |
| Rowan S. de R.L. de C.V. | Mexico |
| Rowan Services LLC | Delaware |
| Rowan US Holdings (Gibraltar) Limited | Gibraltar |
| Rowandrill, LLC | Texas |
| Valaris Holdco 1 Limited | Bermuda |
| Valaris Holdco 2 Limited | Bermuda |
| Valaris United LLC | Delaware |