EXHIBIT 5.1
[LETTERHEAD OF APPLEBY SPURLING HUNTER]
E-MAIL:
TammyR@applebyglobal.com
NABORS INDUSTRIES LTD. DIRECT DIAL:
c/o The Corporate Secretary Limited TEL (441) 298 3253
Whitepark House FAX (441) 298 3488
White Park Road
Bridgetown, Barbados YOUR REF:
APPLEBY REF:
TR/ah/126276.5
Dear Sirs 7 January 2005
NABORS INDUSTRIES LTD (THE "COMPANY")
We have acted as legal counsel in Bermuda to the Company in connection with the
filing by the Company with the Securities and Exchange Commission, under the
Securities Act of 1933, as amended, of a registration statement on Form S-8
(the "Registration Statement") registering 3,500,000 Common Shares of the
Company of par value US$0.001 each (the "Common Shares") issuable pursuant to
the Nabors Industries Limited 2003 Employee Stock Plan (collectively, the
"Plan"). The Plan provides, among other things, for the discretionary grant of
Common Shares subject to restrictions and stock options as further described in
the Plan.
For the purposes of this opinion we have examined and relied upon the documents
listed, and in some cases defined, in the Schedule to this opinion (the
"Documents") together with such other documentation, as we have considered
requisite to this opinion. Unless otherwise defined herein, capitalized terms
have the meanings assigned to them in the Registration Statement.
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ASSUMPTIONS
In stating our opinion we have assumed:-
(a) the authenticity, accuracy and completeness of all Documents submitted
to us, and such other documents examined by us, as originals, and the
conformity to authentic original Documents of all Documents submitted
to us, and such other documents examined by us, as certified,
conformed, notarised, faxed or photostatic copies;
(b) that each of the Documents and other such documentation which was
received by electronic means is complete, intact and in conformity with
the transmission as sent;
(c) the genuineness of all signatures on the Documents;
(d) the authority, capacity and power of each of the persons signing the
Documents (other than the Company);
(e) that any representation, warranty or statement of fact or law, other
than as to the laws of Bermuda, made in any of the Documents is true,
accurate and complete;
(f) that there are no provisions of the laws or regulations of any
jurisdiction other than Bermuda which would be contravened by the Plan
or which would have any implication in relation to the opinion
expressed herein and that, in so far as any obligation under, or action
to be taken under, the Plan is required to be performed or taken in any
jurisdiction outside Bermuda such action or obligation will not be
illegal by virtue of the laws of that jurisdiction;
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(g) that the records which were the subject of the Company Search were
complete and accurate at the time of such search and disclosed all
information which is material for the purposes of this opinion and such
information has not since the date of the Company Search been
materially altered;
(h) that the records which were the subject of the Litigation Search were
complete and accurate at the time of such search and disclosed all
information which is material for the purposes of this opinion and such
information has not since the date of the Litigation Search been
materially altered;
(i) that the Resolutions are in full force and effect, have not been
rescinded, either in whole or in part, and there is no matter affecting
the authority of the Directors to effect entry by the Company into the
Plan, or to perform their obligations under the Registration Statement
not disclosed by the Constitutional Documents or the Resolutions, which
would have any adverse implication in relation to the opinions
expressed herein;
(j) that each Director of the Company, when the Board of Directors adopted
the Resolutions (which are the Directors' resolutions), discharged his
fiduciary duty owed to the Company and acted honestly in good faith
with a view to the best interests of the Company;
(k) that each action to be taken pursuant to the Plan is entered into in
good faith with a view to the best interests of the Company;
(l) that, at the time of issue by the Compensation Committee (the
"Committee") of any Award under the Plan or of Common Shares pursuant
to such Awards, the Committee has been duly constituted and remains a
duly constituted committee of the Board of Directors of the Company
having the necessary powers and authority
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to issue Awards and any Common Shares pursuant to the Plan;
(m) that the approval of the issue of any Awards under the Plan are duly
made at a duly convened and quorate meeting of the Committee in a
manner complying with the terms of its constitution then in force
within the authority then given to the Committee by the Board of
Directors of the Company; and
(n) that the issue price of the Common Shares issued pursuant to Awards
issued under the Plan will not be less than the par value of such
shares and the Company will have sufficient authorised share capital to
effect the issue of such shares and will continue to hold the necessary
consent of the Bermuda Monetary Authority.
OPINION
Based upon and subject to the foregoing and subject to the reservations set out
below and to any matters not disclosed to us, we are of the opinion that:-
(1) The Company has taken all necessary corporate action to authorise the
Plan and the issuance of the Common Shares.
(2) When issued in accordance with the Resolutions and the Plan, the Common
Shares will be duly and validly issued, fully paid, non-assessable
shares of the Company.
RESERVATIONS:
We have the following reservations:-
(a) We express no opinion as to any law other than Bermuda law and none of
the
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opinions expressed herein relates to compliance with or matters
governed by the laws of any jurisdiction except Bermuda. This opinion
is limited to Bermuda law as applied by the courts of Bermuda at the
date hereof.
(b) Where a person is vested with a discretion or may determine a matter in
his or its opinion, such discretion may have to be exercised reasonably
or such an opinion may have to be based on reasonable grounds.
(c) Searches of the Register of Companies at the office of the Registrar of
Companies and of the Supreme Court Causes Book at the Registry of the
Supreme Court are not conclusive and it should be noted that the
Register of Companies and the Supreme Court Causes Book do not reveal:
(i) whether an application to the Supreme Court for a winding up
petition or for the appointment of a receiver or manager has
been prepared but not yet been presented or has been presented
but does not appear in the Causes Book at the date and time
the Search is concluded;
(ii) whether any arbitration or administrative proceedings are
pending or whether any proceedings are threatened, or whether
any arbitrator has been appointed;
(iii) details of matters which have been lodged for filing or
registration which as a matter of general practice of the
Registrar of Companies would have or should have been
disclosed on the public file but have not actually been
registered or to the extent that they have been registered
have not been disclosed or do not appear in the public records
at the date and time the search is concluded;
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(iv) details of matters which should have been lodged for
registration but have not been lodged for registration at the
date the search is concluded; or
(v) whether a receiver or manager has been appointed privately
pursuant to the provisions of a debenture or other security,
unless notice of the fact has been entered in the Register of
Charges in accordance with the provisions of the Companies Act
1981.
Furthermore, in the absence of a statutorily defined system for the
registration of charges created by companies incorporated outside
Bermuda ("overseas companies") over their assets located in Bermuda, it
is not possible to determine definitively from searches of the Register
of Charges maintained by the Registrar of Companies in respect of such
overseas companies what charges have been registered over any of their
assets located in Bermuda or whether any one charge has priority over
any other charge over such assets.
(d) In order to issue this opinion we have carried out the Company Search
as referred to in the Schedule to this opinion and have not enquired as
to whether there has been any change since the date and time such
search was completed.
(e) In order to issue this opinion we have carried out the Litigation
Search as referred to in the Schedule to this opinion and have not
enquired as to whether there has been any change since the date and
time such search was completed.
(f) Any reference in this opinion to the Common Shares being
"non-assessable" shall mean, in relation to fully-paid shares of the
Company and subject to any contrary provision in any agreement in
writing between the Company and the holder of shares, that no
shareholder shall be obliged to contribute further amounts to the
capital of the Company, either in order to complete payment for their
shares, to satisfy claims of creditors of the Company, or otherwise;
and no shareholder shall
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be bound by an alteration of the Memorandum of Association or Bye-laws
of the Company after the date on which he became a shareholder, if and
so far as the alteration requires him to take, or subscribe for
additional shares, or in any way increase his liability to contribute
to the share capital of, or otherwise to pay money to the Company.
(g) Bermuda law does not recognise the concept of "treasury shares" and so
such shares will not be available to satisfy the obligations of the
Company to issue Common Shares under the Plan.
DISCLOSURE
This opinion is addressed to you in connection with the filing with the U.S.
Securities and Exchange Commission of the Registration Statement and is not to
be made available to, or relied on by any other person or entity, or for any
other purpose, without our prior written consent. We consent to the filing of
this opinion as an exhibit to the Registration Statement by the Company.
This opinion is addressed to you solely for your benefit and is neither to be
transmitted to any other person, nor relied upon by any other person or for any
other purpose nor quoted or referred to in any public document nor filed with
any governmental agency or person, without our prior written consent, except as
may be required by law or regulatory authority. Further, this opinion speaks as
of its date and is strictly limited to the matters stated herein and we assume
no obligation to review or update this opinion if applicable laws or the
existing facts or circumstances should change.
Yours faithfully
Appleby Spurling Hunter
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SCHEDULE
1. The entries and filings shown in respect of the Company on the file of
the Company maintained in the Register of Companies at office of the
Registrar of Companies in Hamilton, Bermuda, as revealed by a search
completed on 6 January 2005 (the "Company Search").
2. The entries and filings shown in respect of the Company in the Supreme
Court Causes Book maintained at the Registry of the Supreme Court in
Hamilton, Bermuda, as revealed by a search completed on 6 January 2005
in respect of the Company (the "Litigation Search").
(The Company Search and the Litigation Search are together referred to
as the "Searches").
3. An electronic copy of the Registration Statement bearing footer
547376.06-D.C. Server 1A MSW - Draft January 5, 2005 - 6:11 PM
(excluding exhibits and excluding the documents incorporated by
reference).
4. An electronic copy of the Plan as detailed in Annex D to DEF 14A Notice
of 2003 Annual General Meeting of Shareholders and Proxy Statement of
Nabors Industries Ltd. filed 05/08/2003 as file number 000-49887.
5. Certified copies of the Certificate of Incorporation, Memorandum of
Association and Bye-laws for the Company (collectively referred to as
the "Constitutional Documents").
6. Certified extracts of the minutes of a meeting of the Board of
Directors of the Company held 3 May 2003 and of the annual general
meeting of the Company held 3 June 2003 (the "Resolutions").
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7. A certified copy of the "Foreign Exchange Letter", dated 11 December,
2001 and a letter of permission dated 15 April 2002, issued by the
Bermuda Monetary Authority, Hamilton Bermuda in relation to the
Company.
8. An Officers Certificate dated 31 December 2004 and signed by Geraldine
Harris, Assistant Secretary of the Company confirming the authorised
and issued capital of the Company as at that date and the maximum
number of Common Shares to be issued pursuant to the Plan (the
"Certificate").
9. A Certificate of Compliance, dated 21 December 2004 issued by the
Ministry of Finance in respect of the Company.
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