Unassociated Document

0001144204-11-025584.txt : 20110503 0001144204-11-025584.hdr.sgml : 20110503 20110502173313 ACCESSION NUMBER: 0001144204-11-025584 CONFORMED SUBMISSION TYPE: POSASR PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20110503 DATE AS OF CHANGE: 20110502 EFFECTIVENESS DATE: 20110503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENERGY XXI (BERMUDA) LTD CENTRAL INDEX KEY: 0001343719 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 000000000 STATE OF INCORPORATION: D0 FISCAL YEAR END: 0129 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-165739 FILM NUMBER: 11802142 BUSINESS ADDRESS: STREET 1: CANONS COURT STREET 2: 22 VICTORIA STREET PO BX HM 1179 CITY: HAMILTON STATE: D0 ZIP: 00000 BUSINESS PHONE: 713 351 3003 MAIL ADDRESS: STREET 1: CANONS COURT STREET 2: 22 VICTORIA STREET PO BX HM 1179 CITY: HAMILTON STATE: D0 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: ENERGY XXI ACQUISITION CORP BERMUDA LTD DATE OF NAME CHANGE: 20051107 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Energy XXI Texas Onshore, LLC CENTRAL INDEX KEY: 0001404971 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 200650294 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-165739-02 FILM NUMBER: 11802145 BUSINESS ADDRESS: STREET 1: 1021 MAIN STREET STREET 2: SUITE 2626 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713-351-3000 MAIL ADDRESS: STREET 1: 1021 MAIN STREET STREET 2: SUITE 2626 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: Energy XXI Texas GP, LLC DATE OF NAME CHANGE: 20070628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Energy XXI GOM, LLC CENTRAL INDEX KEY: 0001404972 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 562140027 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-165739-03 FILM NUMBER: 11802150 BUSINESS ADDRESS: STREET 1: 1021 MAIN STREET STREET 2: SUITE 2626 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713-351-3000 MAIL ADDRESS: STREET 1: 1021 MAIN STREET STREET 2: SUITE 2626 CITY: HOUSTON STATE: TX ZIP: 77002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Energy XXI Gulf Coast, Inc. CENTRAL INDEX KEY: 0001404973 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 204278595 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-165739-05 FILM NUMBER: 11802152 BUSINESS ADDRESS: STREET 1: 1021 MAIN STREET STREET 2: SUITE 2626 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713-351-3000 MAIL ADDRESS: STREET 1: 1021 MAIN STREET STREET 2: SUITE 2626 CITY: HOUSTON STATE: TX ZIP: 77002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Energy XXI Onshore, LLC CENTRAL INDEX KEY: 0001404974 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 200650308 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-165739-01 FILM NUMBER: 11802144 BUSINESS ADDRESS: STREET 1: 1021 MAIN STREET STREET 2: SUITE 2626 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713-351-3000 MAIL ADDRESS: STREET 1: 1021 MAIN STREET STREET 2: SUITE 2626 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: Energy XXI Texas, LP DATE OF NAME CHANGE: 20070628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Energy USA XXI, Inc. CENTRAL INDEX KEY: 0001473617 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 204278552 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-165739-04 FILM NUMBER: 11802151 BUSINESS ADDRESS: STREET 1: 1021 MAIN STREET STREET 2: SUITE 2626 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713-351-3000 MAIL ADDRESS: STREET 1: 1021 MAIN STREET STREET 2: SUITE 2626 CITY: HOUSTON STATE: TX ZIP: 77002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Energy XXI Pipeline, LLC CENTRAL INDEX KEY: 0001514984 IRS NUMBER: 274165863 STATE OF INCORPORATION: DE FISCAL YEAR END: 0611 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-165739-06 FILM NUMBER: 11802143 BUSINESS ADDRESS: STREET 1: 1021 MAIN CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713-351-3152 MAIL ADDRESS: STREET 1: 1021 MAIN CITY: HOUSTON STATE: TX ZIP: 77002 POSASR 1 v218446_posasr.htm POSASR Unassociated Document

As filed with the Securities and Exchange Commission on May 2, 2011

Registration No. 333-165739

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 1

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ENERGY XXI (BERMUDA) LIMITED

ENERGY XXI GULF COAST, INC.*

(Exact name of registrants as specified in their charters)

Bermuda	98-0499286
Delaware	20-4278595
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

Canon’s Court, 22 Victoria Street, PO Box HM 1179,

Hamilton HM EX, Bermuda

441-295-2244

1021 Main, Suite 2626

Houston, Texas 77002

713-351-3000

(Address, including zip code, and telephone number, including area code, of registrants’ principal executive offices)

Juliet Evans

Canon’s Court, 22 Victoria Street, PO Box HM 1179,

Hamilton HM EX, Bermuda

441-295-2244

Bo Boyd

1021 Main, Suite 2626

Houston, Texas 77002

713-351-3000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

T. Mark Kelly

Vinson & Elkins L.L.P.

First City Tower

1001 Fannin Street, Suite 2500

Houston, Texas 77002

(713) 758-2222

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: þ

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. þ

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨		Accelerated filer þ
Non-accelerated filer ¨ (Do not check if a smaller reporting company)		Smaller reporting company ¨

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered(1)	Proposed maximum aggregate offering price(4)	Amount of registration fee(5)
Debt Securities of Energy XXI Gulf Coast, Inc.
Common Stock of Energy XXI (Bermuda) Limited, par value $0.005 per share
Preferred Stock of Energy XXI (Bermuda) Limited, par value $0.001 per share
Warrants
Rights
Depositary Shares(2)
Units
Guarantees of Debt Securities by Energy XXI (Bermuda) Limited and/or certain of its subsidiaries(3)
Total

(1)

Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. The securities that may be offered pursuant to this registration statement include, pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), such additional number of shares of Energy XXI (Bermuda) Limited common stock that may become issuable as a result of any stock split, stock dividends or similar event.

(2)

The depositary shares registered hereunder will be evidenced by depositary receipts issued pursuant to a deposit agreement. If Energy XXI (Bermuda) Limited elects to offer to the public fractional interests in shares of its preferred stock, then it will distribute depositary shares, evidenced by depositary receipts issued pursuant to a deposit agreement, to those persons purchasing the fractional interests and will issue the shares of its preferred stock to the depositary under the deposit agreement.

(3)

If a series of debt securities of Energy XXI Gulf Coast, Inc. is issued, such series will be fully and unconditionally guaranteed by Energy XXI (Bermuda) Limited and may be guaranteed by Energy XXI (Bermuda) Limited and one or more of the subsidiaries of Energy XXI (Bermuda) Limited. No additional consideration will be received for such guarantees. Pursuant to Rule 457(n) of the Securities Act, no separate fee is payable with respect to the guarantees of the debt securities being registered.

(4)

An indeterminate aggregate offering price and number or amount of the securities of each identified class is being registered as may from time to time be sold at indeterminate prices. Separate consideration may or may not be received for securities that are issuable upon conversion of, or in exchange for, or upon exercise of, convertible or exchangeable securities.

(5)	In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrants are deferring payment of the registration fee required in connection with this registration statement. Any additional fees will be paid in advance or on a pay as you go basis.

*	Includes certain registrant guarantors identified below.

Delaware (State or Other Jurisdiction of Incorporation or Organization)	Energy XXI USA, Inc. (Exact Name of Registrant As Specified In Its Charter)	20-4278552 (I.R.S. Employer Identification Number)

Delaware (State or Other Jurisdiction of Incorporation or Organization)	Energy XXI GOM, LLC (Exact Name of Registrant As Specified In Its Charter)	56-2140027 (I.R.S. Employer Identification Number)

Delaware (State or Other Jurisdiction of Incorporation or Organization)	Energy XXI Texas Onshore, LLC (Exact Name of Registrant As Specified In Its Charter)	20-0650294 (I.R.S. Employer Identification Number)

Delaware (State or Other Jurisdiction of Incorporation or Organization)	Energy XXI Onshore, LLC (Exact Name of Registrant As Specified In Its Charter)	20-0650308 (I.R.S. Employer Identification Number)

Delaware (State or Other Jurisdiction of Incorporation or Organization)	Energy XXI Pipeline, LLC (Exact Name of Registrant As Specified In Its Charter)	27-4165863 (I.R.S. Employer Identification Number)

PART I

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (Registration No. 333-165739) (the “Registration Statement”) of Energy XXI (Bermuda) Limited (“EXXI”) and Energy XXI Gulf Coast, Inc. is being filed to (i) add Energy XXI Pipeline, LLC, a wholly-owned subsidiary of EXXI (the “Subsidiary Guarantor”), listed on the previous page as a co-registrant to the Registration Statement to allow such Subsidiary Guarantor to guarantee the debt securities covered by the Registration Statement, (ii) add such guarantee of debt securities to the Registration Statement, (iii) update the information in Part II with respect to the addition of the Subsidiary Guarantor and (iv) file or incorporate by reference additional exhibits to the Registration Statement. No changes or additions are being made hereby to the base prospectus that already forms a part of the Registration Statement. Accordingly, such base prospectus is being omitted from this filing. This Post-Effective Amendment No. 1 shall become effective immediately upon filing with the Securities and Exchange Commission (“SEC”).

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits.

The following documents are filed as exhibits to this registration statement, including those exhibits incorporated herein by reference to a prior filing of the registrants under the Securities Act of 1933 or the Securities Exchange Act of 1934, as indicated in parentheses:

1.1*	—	Form of Underwriting Agreement.
4.1***	—	Form of Indenture.
4.2*	—	Form of Note.
4.3*	—	Form of Deposit Agreement.
4.4*	—	Form of Depositary Receipt.
4.5*	—	Form of Warrant Agreement, including Form of Warrant Certificate.
4.6*	—	Form of Guarantee Agreement.
4.7*	—	Form of Rights Agreement, including Form of Rights Certificate.
5.1*	—	Opinion of Appleby as to the legality of certain of the securities being registered.
5.2	—	Opinion of Vinson & Elkins L.L.P. as to the legality of certain of the securities being registered.
12.1***	—	Statement of Computation of Ratio of Earnings to Fixed Charges.
23.1	—	Consent of UHY LLP.
23.2	—	Consent of Netherland, Sewell & Associates, Inc.
23.3*	—	Consent of Appleby (contained in Exhibit 5.1).
23.4	—	Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.2).
24.1***	—	Powers of Attorney (contained on signature pages).
25.1**	—	Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 respecting the Indenture.

*	To be filed by amendment or as an exhibit to a Current Report on Form 8-K of the registrant.

**	To be filed in accordance with Section 310(a) of the Trust Indenture Act of 1939, as amended.

***	Previously filed with this Registration Statement

Item 17. Undertakings.

(a) Each undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

II - 1

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) Each prospectus filed by the registrants pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5) That, for the purpose of determining liability of the registrants under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, each undersigned registrant undertakes that in a primary offering of securities of such undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, such undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of such undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of such undersigned registrant or used or referred to by such undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about such undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by such undersigned registrant to the purchaser.

(b) Each undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of such registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II - 2

(c) Each undersigned registrant hereby undertakes to supplement the prospectus, after the expiration of the subscription period, to set forth the results of the subscription offer, the transactions by the underwriters during the subscription period, the amount of unsubscribed securities to be purchased by the underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the underwriters is to be made on terms differing from those set forth on the cover page of the prospectus, a post-effective amendment will be filed to set forth the terms of such offering.

(d) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, each registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

(e) Each undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”) in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.

II - 3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on May 2, 2011.

ENERGY XXI (BERMUDA) LIMITED

By:	/s/ JOHN D. SCHILLER, JR.
Name:	John D. Schiller, Jr.
Title:	Chief Executive Officer

ENERGY XXI GULF COAST, INC.
ENERGY XXI USA, INC.
ENERGY XXI GOM, LLC
ENERGY XXI ONSHORE, LLC
ENERGY XXI TEXAS ONSHORE, LLC
ENERGY XXI PIPELINE, LLC

By:	/s/ BEN MARCHIVE
Name:	Ben Marchive
Title:	President

II - 4

Power of Attorney

Each person whose signature appears below appoints Bo Boyd and Hugh A. Menown, and each of them, either of whom may act without the joinder of the other, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and any Registration Statement (including any amendment thereto) for this offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or would do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them of their or his substitute and substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated below.

	ENERGY XXI (BERMUDA) LIMITED
*
John D. Schiller, Jr.	Chairman and Chief Executive Officer	May 2, 2011
	(Principal Executive Officer)

*
D. West Griffin	Chief Financial Officer	May 2, 2011
	(Principal Financial Officer)

*
Hugh A. Menown	Senior Vice President, Chief Accounting Officer and Chief Information Officer	May 2, 2011
	(Principal Accounting Officer)

*
William Colvin	Director	May 2, 2011

*
David M. Dunwoody	Director	May 2, 2011

/s/ Paul Davison
Paul Davison	Director	May 2, 2011

/s/ Cornelius Dupré II
Cornelius Dupré II	Director	May 2, 2011

/s/ Hill A. Feinberg
Hill A. Feinberg	Director	May 2, 2011

/s/ Kevin Flannery
Kevin Flannery	Director	May 2, 2011

*By: /s/ Bo Boyd
Bo Boyd
Attorney-in-fact

	ENERGY XXI GULF COAST, INC.
	ENERGY XXI USA, INC.
	ENERGY XXI GOM, LLC
	ENERGY XXI ONSHORE, LLC
	ENERGY XXI TEXAS ONSHORE, LLC
	ENERGY XXI PIPELINE, LLC
*
Ben Marchive	President (Principal Executive Officer)	May 2, 2011

*
Rick Fox	Chief Financial Officer	May 2, 2011
	(Principal Financial Officer and Principal Accounting Officer)

*
John D. Schiller, Jr.	Director	May 2, 2011

*
D. West Griffin	Director	May 2, 2011

*By: /s/ Bo Boyd
Bo Boyd
Attorney-in-fact

INDEX TO EXHIBITS

1.1*	—	Form of Underwriting Agreement.
4.1***	—	Form of Indenture.
4.2*	—	Form of Note.
4.3*	—	Form of Deposit Agreement.
4.4*	—	Form of Depositary Receipt.
4.5*	—	Form of Warrant Agreement, including Form of Warrant Certificate.
4.6*	—	Form of Guarantee Agreement.
4.7*	—	Form of Rights Agreement, including Form of Rights Certificate.
5.1***	—	Opinion of Appleby as to the legality of certain of the securities being registered.
5.2	—	Opinion of Vinson & Elkins L.L.P. as to the legality of certain of the securities being registered.
12.1***	—	Statement of Computation of Ratio of Earnings to Fixed Charges.
23.1	—	Consent of UHY LLP.
23.2	—	Consent of Netherland, Sewell & Associates, Inc.
23.3***	—	Consent of Appleby (contained in Exhibit 5.1).
23.4	—	Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.2).
24.1***	—	Powers of Attorney (contained on signature pages).
25.1**	—	Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 respecting the Indenture.

*	To be filed by amendment or as an exhibit to a Current Report on Form 8-K of the registrant.

**	To be filed in accordance with Section 310(a) of the Trust Indenture Act of 1939, as amended.

***	Previously filed with this Registration Statement.

EX-5.2 2 v218446_ex5-2.htm EX-5.2 Unassociated Document

May 2, 2011

Energy XXI Gulf Coast, Inc.

1021 Main, Suite 2626

Houston, Texas 77002

Ladies and Gentlemen:

We have acted as counsel for Energy XXI Gulf Coast, Inc., a Delaware corporation (“Gulf Coast”), with respect to the preparation of the Registration Statement on Form S-3 (the “Initial Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on March 26, 2010, as amended by the Post-Effective Amendment No. 1 thereto dated the date hereof (together with the Initial Registration Statement, the “Registration Statement”) and to which this opinion is an exhibit. The Registration Statement relates to the registration under the Securities Act of 1933, as amended (the “Securities Act”), filed by Gulf Coast, Energy XXI (Bermuda) Limited, an exempted company formed under the laws of Bermuda (“Energy XXI”), Energy XXI USA, Inc., a Delaware corporation (“Energy XXI USA”), Energy XXI GOM, LLC, a Delaware limited liability company (“Energy XXI GOM”), Energy XXI Texas Onshore, LLC, a Delaware limited liability company (“Energy XXI Texas Onshore”), Energy XXI Onshore, LLC, a Delaware limited liability company (“Energy XXI Onshore”) and Energy XXI Pipeline, LLC, a Delaware limited liability company (“Energy XXI Pipeline” and, together with Energy XXI USA, Energy XXI GOM, Energy XXI Texas Onshore and Energy XXI Onshore, the “Delaware Guarantors”) on the date hereof with the Commission in connection with the offer and sale from time to time, pursuant to Rule 415 under the Securities Act, by: (i) Gulf Coast of (A) debt securities, in one or more series, consisting of notes, debentures or other evidences of indebtedness (the “Debt Securities”), which may be guaranteed by Energy XXI (the “Energy XXI Guarantee”) and certain of the Delaware Guarantors (the “Delaware Guarantees” and, together with the Energy XXI Guarantee, the “Guarantees”), (B) rights to purchase Debt Securities (the “Gulf Coast Rights”), (C) warrants to purchase Debt Securities (the “Gulf Coast Warrants” and, together with the Debt Securities and Gulf Coast Rights, the “Gulf Coast Securities”); (ii) Energy XXI of (A) shares of Energy XXI’s common stock, par value $0.005 per share (the “Common Stock”), (B) shares of Energy XXI’s preferred stock, in one or more series as determined by the Board of Directors of Energy XXI (the “Preferred Stock”), (C) depositary shares evidenced by depositary receipts (the “Depositary Shares”), (D) rights to purchase Preferred Stock or Common Stock (the “Energy XXI Rights”), (E) warrants to purchase Common Stock or Preferred Stock (the “Energy XXI Warrants” and, together with the Common Stock, the Preferred Stock, the Depository Shares and Energy XXI Rights, the “Energy XXI Securities”); and (iii) Energy XXI and/or Gulf Coast of units consisting of one or more Gulf Coast Securities, Energy XXI Securities or any combination of such securities (the “Units” and, collectively with the Gulf Coast Securities, the Energy XXI Securities, the Guarantees, the “Securities”). The Securities will be offered in amounts, at prices and on terms to be determined in light of market conditions at the time of sale and to be set forth in supplements (each a “Prospectus Supplement”) to the Prospectus contained in the Registration Statement.

Vinson & Elkins LLP Attorneys at Law		First City Tower, 1001 Fannin Street, Suite 2500
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May 2, 2011 Page 2

We have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the certificate of formation or certificate of incorporation, as applicable, of Gulf Coast and each of the Delaware Guarantors, (ii) the limited liability company agreement or bylaws, as applicable, of Gulf Coast and each of the Delaware Guarantors, (iii) unanimous written consents of the board of directors of Gulf Coast and each of the Delaware Guarantors relating to, among other things, the Registration Statement and the Securities, (iv) the Registration Statement, (v) the form of Indenture relating to the Debt Securities (the “Indenture”) and (vi) such other certificates, statutes and other instruments and documents as we considered appropriate for purposes of the opinions hereafter expressed. In addition, we reviewed such questions of law as we considered appropriate.

In connection with rendering the opinions set forth below, we have assumed that (i) all information contained in all documents reviewed by us is true and correct; (ii) all signatures on all documents examined by us are genuine; (iii) all documents submitted to us as originals are authentic and all documents submitted to us as copies conform to the originals of those documents; (iv) the Registration Statement, and any amendments thereto (including post-effective amendments), will have become effective; (v) a Prospectus Supplement will have been prepared and filed with the Commission describing the Securities offered thereby; (vi) all Securities will be issued and sold in compliance with applicable federal and state securities laws and in the manner specified in the Registration Statement and the applicable Prospectus Supplement; (vii) the Indenture relating to the Debt Securities, a warrant agreement (“Warrant Agreement”) relating to the Gulf Coast Warrants, and a rights agreement relating to the Gulf Coast Rights (“Rights Agreement”) will each be duly authorized, executed and delivered by the parties thereto; (viii) each of Gulf Coast and the Delaware Guarantors is duly organized or incorporated and are validly existing and in good standing under the laws of the State of Delaware; (ix) Energy XXI is duly organized and is validly existing and in good standing under the laws of Bermuda; (x) each person signing the documents we examined has the legal capacity and authority to do so; (xi) a definitive purchase, underwriting or similar agreement with respect to any Securities offered will have been duly authorized and validly executed and delivered by Gulf Coast and the other parties thereto and (xii) any Securities issuable upon conversion, exchange or exercise of any Debt Securities being offered will have been duly authorized, created and, if appropriate, reserved for issuance upon such conversion, exchange or exercise.

May 2, 2011 Page 3

Based on the foregoing, and subject to the assumptions, qualifications, limitations, and exceptions set forth herein, we are of the opinion that:

1. When (a) the applicable Indenture relating to Debt Securities and, if applicable, the related Guarantees has been duly qualified under the Trust Indenture Act of 1939, as amended, (b) the boards of directors of Gulf Coast (or a committee thereof), Energy XXI and each of the Delaware Guarantors have taken all necessary corporate action to approve the issuance and terms of any such Debt Securities and, if applicable, the Guarantees, (c) the terms of such Debt Securities and, if applicable, the Guarantees and of their issuance and sale have been duly established in conformity with the applicable Indenture so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon Gulf Coast, Energy XXI or any of the Delaware Guarantors and so as to comply with any requirements or restrictions imposed by any court or governmental body having jurisdiction over Gulf Coast, Energy XXI or any of the Delaware Guarantors and (d) such Debt Securities (which may include the related Guarantees) have been duly executed and authenticated in accordance with the applicable Indenture and issued and sold as contemplated in the Registration Statement and upon payment of the consideration for such Debt Securities as provided for in the applicable definitive purchase, underwriting or similar agreement, such Debt Securities and, if applicable, the Delaware Guarantees will be legally issued and such Debt Securities and, if applicable, the Delaware Guarantees will constitute valid and legally binding obligations of Gulf Coast and each of the Delaware Guarantors, respectively, enforceable against Gulf Coast and each of the Delaware Guarantors in accordance with their terms, except as such enforcement is subject to any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law);

2. When (a) the terms of any Gulf Coast Warrants and of their issuance and sale have been duly established in conformity with the applicable Warrant Agreement so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Gulf Coast and so as to comply with any requirements or restrictions imposed by any court or governmental body having jurisdiction over the Gulf Coast, and (b) the Gulf Coast Warrants have been duly executed and authenticated in accordance with the applicable Warrant Agreement and issued and sold as contemplated in the Registration Statement, the Gulf Coast Warrants will constitute valid and legally binding obligations of Gulf Coast, subject to bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law); and

May 2, 2011 Page 4

3. When (a) the terms of any Gulf Coast Rights and of their issuance and sale have been duly established in conformity with the applicable Rights Agreement so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon Gulf Coast and so as to comply with any requirements or restrictions imposed by any court or governmental body having jurisdiction over Gulf Coast, and (b) the Gulf Coast Rights have been duly executed and authenticated in accordance with the applicable Rights Agreement and issued and sold as contemplated in the Registration Statement, the Gulf Coast Rights will constitute valid and legally binding obligations of Gulf Coast, subject to bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law).

We express no opinions concerning (a) the validity or enforceability of any provisions contained in the Indenture that purport to waive or not give effect to rights to notices, defenses, subrogation or other rights or benefits that cannot be effectively waived under applicable law; or (b) the enforceability of indemnification provisions to the extent they purport to relate to liabilities resulting from or based upon negligence or any violation of federal or state securities or blue sky laws.

The foregoing opinions are limited to the laws of the State of New York, the Constitution of the State of Delaware, the Delaware General Corporation Law and the Delaware Limited Liability Company Act, each as interpreted by the courts of the State of Delaware, and of the United States. For purposes of this opinion, we assume that the Gulf Coast Securities will be issued in compliance with all applicable state securities or Blue Sky laws.

We express no opinion as to the effect of the laws of any other jurisdiction, domestic or foreign, or to any matter other than as expressly set forth above, and no opinion on any other matter may be inferred or implied herefrom. The opinions expressed herein are given as of the date hereof, and we undertake no, and hereby disclaim any, obligation to advise you of any change in any matter set forth herein.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the Prospectus forming a part of the Registration Statement under the caption “Legal Matters.” In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations thereunder.

Very truly yours,

/s/ Vinson & Elkins, L.L.P.

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Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (Reg. No. 333-165739) of Energy XXI Bermuda Limited (“Energy XXI”) and Energy XXI Gulf Coast, Inc. (“Gulf Coast”) of our report dated September 20, 2010 with respect to the consolidated financial statements of Gulf Coast as of June 30, 2010 and 2009, and for each of the three fiscal years in the period ended June 30, 2010, which appears in Energy XXI’s Current Report on Form 8-K filed on November 8, 2010, of our reports dated September 8, 2010, with respect to the consolidated financial statements of Energy XXI as of June 30, 2010 and 2009, and for each of the three fiscal years in the period ended June 30, 2010, and to the effectiveness of Energy XXI’s internal control over financial reporting as of June 30, 2010, which appear in the Annual Report on Form 10-K of Energy XXI for the year ended June 30, 2010, of our report dated December 20, 2010, relating to the statements of revenues and direct operating expenses of the oil and gas properties purchased by Energy XXI GOM, LLC, an indirect wholly owned subsidiary of Energy XXI, from ExxonMobil Corporation and certain of its affiliates for each of the fiscal twelve month periods in the three-year period ended June 30, 2010, appearing in Energy XXI’s Current Report on Form 8-K filed on December 22, 2010, and of our report dated November 25, 2009 relating to the statements of revenues and direct operating expenses of the oil and gas properties purchased by Energy XXI, Inc., an indirect wholly owned subsidiary of Energy XXI, from MitEnergy Upstream, LLC for each of the fiscal twelve month periods in the three-year period ended June 30, 2009 appearing in Energy XXI’s Current Report on Form 8-K/A filed on December 1, 2009.

We also consent to the references to our firm under the heading “Experts” in such Registration Statement.

/s/ UHY LLP

Houston, Texas

May 2, 2011

EX-23.2 6 v218446_ex23-2.htm EX-23.2 Unassociated Document

EXHIBIT 23.2

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS

We hereby consent to the references in this Registration Statement on Post-Effective Amendment No. 1 to Form S-3 of Energy XXI Gulf Coast, Inc. to our firm and our reserve report, dated July 30, 2010, to the interest of Energy XXI (Bermuda) Limited and its subsidiaries (collectively the “Company”) relating to the estimated quantities of certain of the Company’s proved reserves of oil and gas and present values thereof for certain periods. We also consent to the Company’s use of the phrase “independent oil and gas consultant” as referencing Netherland, Sewell & Associates, Inc. and to references of our Firm under the caption “Experts” in such Registration Statement.

	NETHERLAND, SEWELL & ASSOCIATES, INC.

	By:	/s/ Danny D. Simmons
		Danny D. Simmons, P.E.
		President and Chief Operating Officer

Houston, Texas

May 2, 2011