Exhibit 5.1
[Letterhead of Andrews Kurth LLP]
June 18, 2004
Board of Directors
Weatherford International Ltd.
c/o Corporate Managers (Barbados) Ltd.
First Floor, Trident House
Lower Broad Street
Bridgetown, Barbados
Board of Directors
Weatherford International, Inc.
515 Post Oak Boulevard, Suite 600
Houston, Texas 77027
Gentlemen:
We have acted as special New York counsel to Weatherford International
Ltd., a Bermuda exempted company (the "Bermuda Company"), and as special counsel
to Weatherford International, Inc., a Delaware corporation (the "Delaware
Company," and collectively with the Bermuda Company, the "Companies"), in
connection with the preparation of a registration statement on Form S-3 (the
"Registration Statement") filed with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Act of 1933, as amended (the "Act").
The Registration Statement relates to the offering from time to time, as set
forth in the Registration Statement, the form of prospectus contained therein
(the "Prospectus") and one or more supplements to the Prospectus (each, a
"Prospectus Supplement"), of, among other securities (A) by the Bermuda Company
of its (i) common shares ("Common Shares"), (ii) preference shares ("Preference
Shares"), (iii) senior and subordinated debt securities ("Bermuda Debt
Securities"), (iv) guarantees of Delaware Debt Securities ("Bermuda
Guarantees"), (v) warrants to purchase debt or equity securities of one or both
of the Companies or securities of third parties or other rights, including
rights to receive payment in cash or securities based on the value, rate or
price of one or more specified commodities, currencies, securities or indices,
or any combination of the foregoing ("Warrants") and (vi) units consisting of
one or more Warrants, Debt Securities, Guarantees, Preference Shares, Common
Shares or any combination of such securities ("Units") and (B) by the Delaware
Company of its (i) senior and subordinated debt securities ("Delaware Debt
Securities," and collectively with the Bermuda Debt Securities, the "Debt
Securities") and (ii) guarantees of Bermuda Debt Securities ("Delaware
Guarantees", and collectively with the Bermuda Guarantees, the "Guarantees"),
having an aggregate initial public offering price (for all such securities
referred to in the foregoing clauses (A) and (B)) not to exceed U.S.
$750,000,000, on terms to be determined at the time of the offering. The Debt
Securities, Preference Shares, Warrants and Units may be convertible into or
exercisable for Common Shares. The Common Shares, Preference Shares, Debt
Securities, Guarantees,
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Warrants and Units are collectively referred to herein as the "Securities." All
capitalized terms which are not defined herein shall have the meanings assigned
to them in the Registration Statement or in the applicable Indenture (as defined
below), as the case may be.
The Bermuda Debt Securities and the Delaware Guarantees will be issued
pursuant to (i) the Indenture, dated October 1, 2003 (the "Senior Bermuda
Indenture") among the Bermuda Company, the Delaware Company and Deutsche Bank
Trust Company Americas, trustee (the "Bermuda Senior Trustee"), which is Exhibit
4.11 to the Registration Statement, or (ii) a subordinated indenture (the
"Subordinated Bermuda Indenture" and, collectively with the Senior Bermuda
Indenture, the "Bermuda Indentures") to be entered into by the Bermuda Company,
the Delaware Company, as guarantor, and a financial institution to be named
therein, as trustee (the "Bermuda Subordinated Trustee"), substantially in the
form of Exhibit 4.12 to the Registration Statement, and each as the same may
hereafter be supplemented from time to time, among other things at the time of
and in connection with the issuance of the Bermuda Debt Securities and any
Delaware Guarantees.
The Delaware Debt Securities and the Bermuda Guarantees will be issued
pursuant to (i) a senior indenture (the "Senior Delaware Indenture"), or (ii) a
subordinated indenture (the "Subordinated Delaware Indenture" and, collectively
with the Senior Delaware Indenture, the "Delaware Indentures," and collectively
with the Bermuda Indentures, the "Indentures"), each to be entered into by the
Delaware Company, the Bermuda Company, as guarantor, and a financial institution
to be named therein, as trustee (the "Delaware Trustee," and with the Bermuda
Senior Trustee and the Bermuda Subordinated Trustee, the "Trustees"),
substantially in the forms of Exhibits 4.16 and 4.17 to the Registration
Statement, and each as the same may hereafter be supplemented from time to time,
among other things at the time of and in connection with the issuance of the
Delaware Debt Securities and any Bermuda Guarantees.
The Warrants will be issued pursuant to a warrant agreement (the
"Warrant Agreement") between the Bermuda Company and a warrant agent.
In arriving at the opinions expressed below, we have examined (i) the
certificate of incorporation and bylaws of the Delaware Company, (ii) the
Registration Statement, (iii) the Prospectus, (iv) the form of Senior Bermuda
Indenture and the form of Subordinated Bermuda Indenture, (v) the form of Senior
Delaware Indenture and the form of Subordinated Delaware Indenture and (vi) the
originals or copies certified or otherwise identified to our satisfaction of
such other instruments and other certificates of public officials, officers and
representatives of the Companies and such other persons, and we have made such
investigations of law, as we have deemed appropriate as a basis for the opinions
expressed below.
In rendering the opinions expressed below, we have assumed and have not
verified (i) the genuineness of the signatures on all documents that we have
examined, (ii) the legal capacity of all natural persons, (iii) the authenticity
of all documents supplied to us as originals and (iv) the conformity to the
authentic originals of all documents supplied to us as certified or photostatic
or faxed copies. In conducting our examination of documents, we have assumed
that all parties
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thereto other than the Delaware Company had the power, corporate or other, to
enter into and perform all obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or other, and the due execution
and delivery by such parties of such documents and that, except as set forth in
the numbered opining paragraphs below in respect of the Companies with respect
to the instruments therein referred to, to the extent such documents purport to
constitute agreements, such documents constitute valid and binding obligations
of such parties.
In rendering the opinions expressed in paragraphs 1 through 5 below
with respect to the Securities therein referred to, we have assumed that:
(i) any supplemental indenture to any of the Indentures and any Board
Resolution and/or Officer's Certificate executed and delivered pursuant to any
of the Indentures, in any such case, pursuant to which any Debt Securities and
Guarantees are issued, will comply with such Indenture as theretofore
supplemented, and the form and terms of such Debt Securities and Guarantees will
comply with such Indenture as then supplemented (including by such supplemental
indenture) and any such Board Resolution and/or Officer's Certificate;
(ii) the form and terms of such Debt Securities, when established, the
form and terms of any Guarantees, the form and terms of any Warrants or Units,
and the form and terms of any and all Securities or other securities (or other
obligations, rights, currencies, commodities or other subject matter) comprising
the same or subject thereto (in the case of the Units and Warrants), the
issuance, sale and delivery thereof by the applicable Company, and its
incurrence and performance of its obligations thereunder or in respect thereof
(including, without limitation, its obligations under any related Indenture,
Warrant Agreement or unit agreement) in accordance with the terms thereof, will
be in full compliance with, and will not violate, the Bermuda Company's
Memorandum of Association and Bye-laws or the Delaware Company's certificate of
incorporation or bylaws, as applicable, or any applicable law, rule, regulation,
order, judgment, decree, award, or agreement binding upon such Company, or to
which the issuance, sale and delivery of such Securities, or the incurrence and
performance of such obligations, may be subject, or violate any applicable
public policy, or be subject to any defense in law or equity, and (without
limiting the generality of the foregoing) Section 5-501.6.b of the New York
General Obligations Law will apply in the case of all such Debt Securities and
Guarantees. In addition, except in the case of the Guarantees, we have assumed
the receipt by each person to whom or for whose benefit a Security is to be
issued (collectively, the "Beneficial Holders") of a certificate for such
Security or the receipt by the Depository Trust Company, acting as agent, on
behalf of all Beneficial Holders of the class or series of Securities of which
such Security is one, of a global security then evidencing such Securities, and
the issuance and sale of and payment for the Securities so acquired, in
accordance with the applicable purchase, underwriting or similar agreement
approved by the board of directors of the applicable Company and the
Registration Statement (including the Prospectus and the applicable Prospectus
Supplement);
(iii) the Trustee for the holders of Debt Securities and Guarantees
outstanding under any Indenture will have its chief executive office and the
principal corporate trust office (from
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which the trusts established by such Indenture will be administered) located in
the State of New York;
(iv) (A) at the time of execution, authentication, issuance and
delivery of the Indentures, Debt Securities and Guarantees, the Indentures will
have been duly authorized, executed and delivered (1) by the Bermuda Company in
accordance with the Memorandum of Association and Bye-laws of the Bermuda
Company and the laws of Bermuda and (2) by the Delaware Company in accordance
with the certificate of incorporation and bylaws of the Delaware Company and the
applicable laws of the United States, the State of New York and the General
Corporation Law of the State of Delaware (the "DGCL"), (B) the execution,
delivery and performance by each Company of the Indentures and the Debt
Securities, and the Guarantees issued by it, will not violate the laws of
Bermuda or New York, as applicable, or other applicable laws and (C) the
execution, delivery and performance by each Company of the Indentures and the
Debt Securities, and the Guarantees issued by it, will not constitute a breach
or a violation of any agreement or instrument which is binding on either
Company;
(v) each Company is and at all times material hereto will be an
exempted company or a corporation, as the case may be, duly organized and
validly existing under the laws of Bermuda or the DGCL, as the case may be; and
(vi) the person appointed as the process agent for each Company as
issuer or guarantor under each Indenture will accept its appointment as such
before the execution and delivery of any of the Debt Securities or Guarantees
pursuant to such Indenture.
Based upon and subject to the foregoing, and subject also to the
limitations and other assumptions and qualifications set forth below, we are of
the opinion that:
1. With respect to any series of Bermuda Debt Securities to be issued
under a Bermuda Indenture, when (a) the applicable supplement, if any, to such
Bermuda Indenture, has been duly authorized and validly executed and delivered
by the Bermuda Company, as issuer, the Delaware Company, as guarantor, and the
Bermuda Senior Trustee or the Bermuda Subordinated Trustee, as applicable, or
the applicable Board Resolution has been duly authorized and validly executed
and delivered by the Bermuda Company, or the applicable Officer's Certificate
has been validly executed and delivered by a duly authorized officer of the
Bermuda Company, in each case, in accordance with the terms of such Bermuda
Indenture, (b) such Bermuda Indenture, as then and theretofore supplemented, has
been duly qualified under the Trust Indenture Act of 1939, as amended (the
"Trust Indenture Act"), (c) the Bermuda Company has taken all necessary
corporate action to approve the issuance and terms of such series of Bermuda
Debt Securities, the terms of the offering thereof and related matters and (d)
the Bermuda Debt Securities of such series have been duly executed,
authenticated, issued and delivered in accordance with the terms of such Bermuda
Indenture (as then supplemented) and the applicable definitive purchase,
underwriting or similar agreement approved by the Bermuda Company's board of
directors, upon payment (or delivery) of the consideration therefor provided for
therein, such series of
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Bermuda Debt Securities will be validly issued and will constitute valid and
legally binding obligations of the Bermuda Company.
2. With respect to any series of Delaware Debt Securities to be issued
under a Delaware Indenture, when (a) the applicable supplement, if any, to such
Delaware Indenture has been duly authorized and validly executed and delivered
by the Delaware Company, as issuer, the Bermuda Company, as guarantor, and the
Delaware Trustee, or the applicable Board Resolution has been duly authorized
and validly executed and delivered by the Delaware Company, or the applicable
Officer's Certificate has been validly executed and delivered by a duly
authorized officer of the Delaware Company, in each case, in accordance with the
terms of such Delaware Indenture, (b) such Delaware Indenture, as then and
theretofore supplemented, has been duly qualified under the Trust Indenture Act,
(c) the Delaware Company has taken all necessary corporate action to approve the
issuance and terms of such series of Delaware Debt Securities, the terms of the
offering thereof and related matters, and (d) the Delaware Debt Securities of
such series have been duly executed, authenticated, issued and delivered in
accordance with the terms of such Delaware Indenture (as then supplemented) and
the applicable definitive purchase, underwriting or similar agreement approved
by the Delaware Company's board of directors, upon payment (or delivery) of the
consideration therefor provided for therein, such series of Delaware Debt
Securities will be validly issued and will constitute valid and legally binding
obligations of the Delaware Company.
3. With respect to Warrants to be issued under a Warrant Agreement,
when (a) the Bermuda Company and, if applicable, the Delaware Company have taken
all necessary action to approve the issuance and terms of such Warrants, the
terms of the offering thereof and related matters, (b) the Warrant Agreement has
been duly authorized and validly executed and delivered by the Bermuda Company
and the warrant agent under the Warrant Agreement and (c) such Warrants have
been duly executed, authenticated, issued and delivered in accordance with the
terms of the Warrant Agreement and the applicable definitive purchase,
underwriting or similar agreement approved by the board of directors of the
Bermuda Company and, if applicable, the Delaware Company, upon payment (or
delivery) of the consideration therefor provided for therein, such Warrants will
constitute valid and legally binding obligations of the Bermuda Company and, if
applicable, the Delaware Company.
4. With respect to the Units, assuming the (a) taking of all necessary
corporate action to authorize and approve (i) the issuance and terms of the
Units, (ii) the issuance and terms of any Warrants which are a component of the
Units, the terms of the offering thereof and related matters, and the execution
and delivery of any related Warrant Agreement, (iii) the issuance and terms of
any applicable series of any Debt Securities which are a component of the Units,
the terms of the offering thereof and related matters, and the execution and
delivery of the applicable Indenture and any applicable supplemental indenture
or Board Resolution or Officer's Certificate and (iv) the issuance and terms of
any Preference Shares or Common Shares which are a component of the Units, the
terms of the offering thereof and related matters, and (b) due execution,
authentication, in the case of the applicable series of Debt Securities,
issuance and
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delivery of (i) the applicable Units, (ii) such Warrants and Warrant Agreement,
(iii) such series of Debt Securities and Indenture (and qualification of such
Indenture under the Trust Indenture Act) and any applicable supplemental
indenture or Board Resolution or Officer's Certificate and (iv) such Preference
Shares and Common Shares, in each case upon payment of the consideration
therefor provided for in the applicable definitive purchase, underwriting or
similar agreement approved by the board of directors of the Bermuda Company and,
if applicable, the Delaware Company and otherwise in accordance with the
provisions of the applicable Warrant Agreement, in the case of the Warrants, the
applicable Indenture and any applicable supplemental indenture or Board
Resolution or Officer's Certificate, in the case of a series of Debt Securities,
or the Bermuda Company's Memorandum of Association and Bye-laws, in the case of
such Preference Shares and Common Shares, such Units will constitute valid and
legally binding obligations of the Bermuda Company, and, if applicable, the
Delaware Company.
5. With respect to the Guarantees, assuming the (a) taking of all
necessary corporate action by the Companies to authorize and approve the
issuance and terms of the Guarantees and the Debt Securities to which they
pertain, the terms of the offering thereof and related matters, (b) applicable
Indenture as then and theretofore supplemented, pursuant to which the Guarantees
will be issued, has been qualified under the Trust Indenture Act and (c) due
execution, issuance and delivery of such Debt Securities and due execution and
delivery of such Guarantees, such Guarantees will constitute valid and legally
binding obligations of the applicable Company.
Each of the opinions above is subject to applicable bankruptcy,
insolvency (including, without limitation all laws relating to fraudulent
transfer or conveyance), reorganization, moratorium and other similar laws
affecting creditors' rights generally and to general principles of equity
(regardless of whether considered in a proceeding in equity or at law)
including, without limitation, (a) the possible unavailability of specific
performance, injunctive relief or any other equitable remedy and (b) concepts of
materiality, reasonableness, good faith and fair dealing, and we express no
opinions herein with respect to provisions relating to severability or
separability. Without limiting the generality of the foregoing, we express no
opinion herein as to the applicability to the Delaware Guarantees of Section 548
of the Bankruptcy Code, Article 10 of the New York Debtor and Creditor Law or
any other law relating to fraudulent transfers or conveyances or as to the
effect, if any, thereof on our opinion in paragraph 5 hereof, insofar as the
same relates to the Delaware Guarantees. The opinions expressed above as to the
Bermuda Company are also subject to possible judicial action giving effect to
governmental actions or foreign laws affecting creditors' rights.
With respect to our opinions expressed above as they relate to Debt
Securities or other obligations of either Company denominated in a currency
other than U.S. dollars, we note that (i) a New York statute provides that a
judgment rendered by a court of the State of New York in respect of an
obligation denominated in any such other currency would be rendered in such
other currency and would be converted into Dollars at the rate of exchange
prevailing on the date of entry of the judgment, and (ii) a judgment rendered by
a Federal court sitting in the State of New York
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in respect of an obligation denominated in any such other currency may be
expressed in Dollars, but we express no opinion as to the rate of exchange such
Federal court would apply.
This opinion is expressed as of the date hereof, and we disclaim any
undertaking to advise you of any subsequent changes in applicable law, and we
have assumed that at no future time would any such subsequent change of fact or
law affect adversely our ability to render at such time an opinion (a)
containing the same legal conclusions set forth herein and (b) subject only to
such (or fewer) assumptions, limitations and qualifications as are contained
herein.
We express no opinion other than as to the laws of the State of New
York and, to the extent relevant, the federal laws of the United States of
America. We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the Prospectus. In giving this consent we do not admit that
we are "experts" under the Act, or the rules and regulations of the Commission
issued thereunder, with respect to any part of the Registration Statement,
including this exhibit. This opinion is rendered solely for your benefit in
connection with the above matter and may not be relied upon in any manner by any
other person or entity without our express written consent.
Very truly yours,
/s/ Andrews Kurth LLP