Asia Pacific
Bangkok
Beijing
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Ho Chi Minh City
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Jakarta*
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Melbourne
Shanghai
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Tokyo
Europe, Middle East & Africa
Abu Dhabi
Almaty
Amsterdam
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Berlin
Brussels
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Cairo
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Geneva
Istanbul*
Kyiv
London
Luxembourg
Madrid
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Moscow
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Paris
Prague
Riyadh
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Stockholm
Vienna
Warsaw
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Bogota
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Buenos Aires
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Mexico City
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Tijuana
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North America
Chicago
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Houston
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Palo Alto
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San Francisco
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Washington, DC
Exhibit 5.2
| | |
| | Baker & McKenzie LLP 100 New Bridge Street London EC4V 6JA United Kingdom Tel: +44 (0)20 7919 1000 Fax: +44 (0)20 7919 1999 DX No: 233 Chancery Lane www.bakermckenzie.com |
11 December 2012
Rowan Companies plc
Mitre House
160 Aldersgate Street
London
United Kingdom EC1A 4DD
Dear Sirs
Registration Statement on Form S-3 of Rowan Companies plc (the “Company”) dated 16 May 2012 as supplemented by a Prospectus Supplement dated 16 May 2012 and a Prospectus Supplement dated 4 December 2012
| 1.1 | We have acted as legal advisors to the Company, an English public company limited by shares, as to English law in connection with the Registration Statement on Form S-3 (Registration No. 333-181455) filed with the Securities and Exchange Commission on 16 May 2012, including the Prospectus dated 16 May 2012, as supplemented by a Prospectus Supplement dated 16 May 2012 and a Prospectus Supplement dated 4 December 2012 (the registration statement, as amended and supplemented to date, is hereafter referred to as the “Registration Statement”) relating to the offering by Rowan Companies, Inc., a Delaware corporation and a subsidiary of the Company (the “Issuer”), of $200,000,000 aggregate principal amount of its 4.875% Senior Notes due 2022 (the “2022 Notes”) and $400,000,000 aggregate principal amount of its 5.400% Senior Notes due 2042 (the “2042 Notes” and together which the 2022 Notes, the “Notes”), which shall be fully and unconditionally guaranteed by the Company. We have taken instructions solely from the Company. |
| 1.2 | The 2022 Notes are being issued under an Indenture dated as of July 21, 2009 (the “Base Indenture”) between the Issuer and U.S. Bank National Association, as trustee (the “Trustee”), as amended and supplemented by the Fourth Supplemental Indenture to the Base Indenture, dated as of 21 May 2012 (the “Fourth Supplemental Indenture”), and the Fifth |
Baker & McKenzie LLP is a limited liability partnership registered in England and Wales with registered number 0C311297. A List of members’ names is open to inspection at its registered office and principal place of business, 100 New Bridge Street, London EC4V 6JA.
Baker & McKenzie LLP is authorised and regulated by the Solicitors Regulation Authority of England and Wales. Further information regarding the regulatory position is available at http://www.bakermckenzie.com/london/regulatoryinformation.
Baker & McKenzie LLP is a member of Baker & McKenzie International, a Swiss Verein.
Supplemental Indenture to the Base Indenture, dated as of 11 December 2012 (the “Fifth Supplemental Indenture”), among the Issuer, the Company and the Trustee, which (inter alia) amended the form of notes set forth as Exhibit A to the Fourth Supplemental Indenture, providing for the issuance of the 2022 Notes and the guarantee thereof by the Company.
| 1.3 | The 2042 Notes are being issued under the Base Indenture, as amended and supplemented by the Fifth Supplemental Indenture, among the Issuer, the Company and the Trustee, providing for the issuance of the 2042 Notes and the guarantee thereof by the Company. |
| 1.4 | This letter sets out our opinion on certain matters of English law as applied by the English courts as at today’s date and shall be governed by and construed in accordance with English law. We have made no investigation of the laws of any jurisdiction other than those of England and we do not express or imply any opinion as to the laws of any jurisdiction other than those of England. We do not express any opinion on European Community law as it affects any jurisdiction other than England. We express no opinion as to matters of fact. |
| 1.5 | The opinion in this letter is limited to the matters stated herein and does not extend to, and is not to be read as extending by implication to any other matter. |
| 2. | DOCUMENTS AND ENQUIRIES |
| 2.1 | In reaching the conclusions expressed herein, we have examined and relied upon copies, certified to our satisfaction, of: |
| | (a) | the certificate of incorporation of the Company dated 31 October 2011 and the certificate of incorporation on re-registration of a private company as a public company of the Company dated 1 May 2012, in each case attached to the Certificate (as defined below); |
| | (b) | the current articles of association of the Company, attached to the Certificate (as defined below); |
| | (c) | a copy of a previous articles of association of the Company, adopted pursuant to a special resolution passed on 31 October 2011, attached to the Certificate (as defined below); |
| | (d) | a copy of the minutes of a meeting of the board of directors of the Company held on 30 April 2012, signed by the chairman of the meeting, recording resolutions approving the execution of the Fourth Supplemental Indenture, attached to the Certificate (as defined below); |
| | (e) | an extract of the resolutions passed at a meeting of the board of directors of the Company held on 26 October 2012 approving the execution of the Fifth Supplemental Indenture, attached to the Certificate (as defined below); |
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| | (f) | the Registration Statement and all exhibits thereto, attached to the Certificate (as defined below); |
| | (g) | an executed copy of the Base Indenture, attached to the Certificate (as defined below); |
| | (h) | an executed copy of the Fourth Supplemental Indenture, attached to the Certificate (as defined below); |
| | (i) | an executed copy of the Fifth Supplemental Indenture, attached to the Certificate (as defined below); and |
| | (j) | a certificate addressed to us from Melanie M. Trent, being the Company Secretary of the Company, dated 10 December 2012 and the documents annexed thereto (the “Certificate”). |
| 2.2 | Except as noted above, we have not made any enquiries or searches concerning the Company or examined any other documents. |
In making the foregoing examinations, we have assumed (without making any investigation or verification of their accuracy) that:
| | (a) | all documents submitted to us as originals are authentic and complete; |
| | (b) | all documents submitted to us in electronic form or via facsimile transmission or as photocopies or other copies of originals conform to the originals and all such originals are authentic and complete; |
| | (c) | any signatures and seals on the documents reviewed by us are genuine; |
| | (d) | all statements made in the Certificate are at the date of this letter complete, accurate and not misleading; |
| | (e) | the resolutions of the board of directors of the Company referred to at 2.1(d) and (e) above were duly passed by duly appointed directors of the Company at meetings of the directors, properly convened and held, at which a quorum was present throughout and have not been amended or rescinded and are in full force and effect; due disclosure was made by each director of any interest he or she might have in the transactions contemplated in accordance with sections 177 or 182 of the Companies Act 2006 (as the case may be) and the articles of association of the Company and no director of the Company has any interest in such transactions except to the extent permitted by the articles of association of the Company or any board or shareholder resolutions under the Act; |
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| | (f) | the 2022 Notes are issued by the Issuer in an aggregate principal amount of up to US$ 500,000,000 and on such other terms and conditions set forth in: |
| | (i) | in the case of the 2022 Notes issued by the Issuer pursuant to the Prospectus Supplement dated 16 May 2012, (A) the Underwriting Agreement dated 16 May 2012 among the Company, the Issuer and Citigroup Global Markets Inc., RBC Capital Markets, LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, and (B) the Fourth Supplemental Indenture; and |
| | (ii) | in the case of the 2022 Notes issued by the Issuer pursuant to the Prospectus Supplement dated 4 December 2012, (A) the Underwriting Agreement dated 4 December 2012 (the “Underwriting Agreement”) among the Company, the Issuer and Barclays Capital Inc., Citigroup Global Markets Inc., RBC Capital Markets, LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, and (B) the Fourth Supplemental Indenture (with the form of notes issued by the Issuer pursuant to the Prospectus Supplement dated 4 December 2012 and set forth as Exhibit A to the Fourth Supplemental Indenture as amended by the Fifth Supplemental Indenture); |
| | (g) | the yield to maturity on the 2022 Notes upon their original issuance shall not exceed 6% and the term of the Notes shall be ten years; |
| | (h) | the 2042 Notes are issued by the Issuer in an aggregate principal amount of up to US$ 700,000,000 and on such other terms and conditions set forth in (i) the Fifth Supplemental Indenture; and (ii) the Underwriting Agreement; |
| | (i) | the yield to maturity on the 2042 Notes upon their original issuance shall not exceed 6% and the term of the Notes shall not exceed thirty years; and |
| | (j) | all material information has been disclosed by the Company to us for the purposes of this opinion. |
Based on and subject to the foregoing, and subject to any matters not disclosed to us, we are of the opinion that the execution by the Company of the Fourth Supplemental Indenture and the Fifth Supplemental Indenture (which both include a provision relating to the guarantee by the Company of the Notes) has been duly authorised by the Company.
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| 5.1 | This opinion is given only by Baker & McKenzie LLP, an English limited liability partnership, and not by or on behalf of Baker & McKenzie International (a Swiss Verein) or any other member or associated firm thereof. In this letter the expressions “we”, “us”, “our” and like expressions should be construed accordingly. |
| 5.2 | This opinion letter may be filed or incorporated by reference as an exhibit to the Registration Statement. Consent is also given to the reference to this firm under the caption “Legal Matters” in the Registration Statement. In giving this consent, this firm does not thereby admit that it comes within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder. |
Your faithfully,
Baker & McKenzie LLP
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