EX-5.6 18 y03138f4exv5w6.htm EX-5.6 exv5w6
Exhibit 5.6
     
CGG Marine Resources Norge AS
O. H. Bangs vei 70
1363 Høvik
  Oslo, 21 September, 2009
Ref: M1541574/1/115160-002/ER
Lawyer in charge:
Erik Ramm

LEGAL OPINION
Dear Sirs
RE: CGG MARINE RESOURCES NORGE AS’s (THE “NORWEGIAN GUARANTOR”) GUARANTEE (THE “GUARANTEE”) OF USD 350,000,000 91/2% SENIOR NOTES DUE 2016 (THE “NOTES”) OF COMPAGNIE GÉNÉRALE DE GEOPHYSIQUE (THE “ISSUER”)
1.   INTRODUCTION
 
    We have acted as your special Norwegian counsel in connection with the registration of the Notes and the Guarantee under the U.S. Securities Act of 1933 (the “Securities Act”) and the proposed offer to exchange the Notes and the Guarantee for USD 350,000,000 aggregate principal amount of 91/2% Senior Notes due 2016 and the Norwegian Guarantor’s guarantee thereof, which were originally issued on 9 June, 2009.
 
2.   DOCUMENTS
 
    In rendering the opinions set out below, we have examined and relied on originals or copies, certified or otherwise identified to our satisfaction, of the following:
  (a)   an indenture dated as of 9 June, 2009 and made between the Issuer and certain other parties thereto (the “Indenture”);
 
  (b)   the form of the Notes (including the form of endorsement thereon of the Guarantee thereof by the Norwegian Guarantor);
 
  (c)   the articles of association of the Norwegian Guarantor;
 
  (d)   the certificate of registration of the Norwegian Guarantor;
 
  (e)   a director’s certificate dated 9 June, 2009 signed by Mr. Luc Benoit-Cattin, and a director’s certificate dated on or about 21 September, 2009, signed by Mr. Rolf Erik Rolfsen, in each case, chairman of the board of directors of the Norwegian Guarantor as of the date thereof;
 
  (f)   a copy of a resolution by the board of directors of the Norwegian Guarantor authorising the Norwegian Guarantor’s execution and delivery of the Documents and authorising a person or persons to sign the Documents; and
 
  (g)   a letter dated 21 September, 2009 from the Norwegian Register of Bankruptcies.

 


 

3.   ASSUMPTIONS
 
    In giving this opinion we have assumed:
  (a)   that we shall express no opinion as to any laws other than the laws of Norway in force at the date hereof.
 
  (b)   the authenticity and completeness of all documents submitted to us as originals.
 
  (c)   that all photocopies reviewed by us are in conformity with the originals thereof and that all translations of documents reviewed by us in translated form are true and accurate.
 
  (d)   that any signatures on the documents reviewed by us are genuine.
 
  (e)   that the Norwegian Guarantor has not passed a voluntary resolution and that no petition has been presented to or order made by a court for the winding-up, composition proceedings, bankruptcy or commencement of debt negotiations of the Norwegian Guarantor. According to the letter from the register described in Clause 2(g) above, no bankruptcy proceedings have been registered against the Norwegian Guarantor as at 21 September, 2009 and according to a verbal confirmation from the local bankruptcy court, no petitions for the bankruptcy of the Norwegian Guarantor have been scheduled for hearing with the bankruptcy court as at 21 September, 2009.
 
  (f)   that there have been no amendments to the certificate of registration and articles of association of the Norwegian Guarantor as compared to the form provided to us in connection with the giving of this opinion.
 
  (g)   that the board resolutions presented to us in connection with the giving of this opinion were duly passed at a properly convened board meeting of the Norwegian Guarantor and that a duly qualified quorum of board members voted in favour of approving the resolutions and that the resolutions have not been amended or rescinded and are in full force and effect at the date hereof.
4.   OPINIONS
 
    Based upon and subject to the foregoing we are of the opinion that:
4.1   Status
 
    The Norwegian Guarantor is a limited liability company (in Norwegian: “aksjeselskap”), duly registered and validly existing under the laws of Norway, with full power and authority (corporate and other) to enter into and perform all of its obligations under the Indenture and the Guarantee.
4.2   Due Authorisation
  (a)   The Indenture has been duly authorised, executed and delivered by the Norwegian Guarantor.
 
  (b)   The execution and delivery of the Guarantee to be endorsed on the Notes by the Norwegian Guarantor has been duly authorised by the Norwegian Guarantor.
We hereby consent to the filing of this opinion as an exhibit to the registration statement relating to the Notes and the Guarantee and to the reference to us under the heading “Legal Matters” in the prospectus contained therein. In giving such consent, we do not

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thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
Yours faithfully
for Wiersholm, Mellbye & Bech, advokatfirma AS
/s/ Erik Ramm
er@wiersholm.no

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