POS AM

As filed with the Securities and Exchange Commission on October 25, 2011

Registration No. 333-174851

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 1 to

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Offshore Group Investment Limited

(Exact name of registrant as specified in its charter)

Cayman Islands	1381	N/A
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

c/o Maples Corporate Services Limited

P.O. Box 309, Ugland House

Grand Cayman, KY1-1104, Cayman Islands

(281) 404-4700

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

See Table of Additional Registrants below

Douglas G. Smith

Vantage Drilling Company

777 Post Oak Boulevard, Suite 800

Houston, Texas 77056

(281) 404-4700

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

Copy to:

Bryan K. Brown

Porter Hedges LLP

1000 Main, 36th Floor

Houston, Texas 77002

Telephone: (713) 226-6000

Telecopy: (713) 226-6291

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date hereof.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) 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 post-effective amendment filed pursuant to Rule 462(d) 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.  ¨

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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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

TABLE OF ADDITIONAL REGISTRANTS*

Vantage Drilling Company, and the following subsidiaries of Vantage Drilling Company and Offshore Group Investment Limited, are co-registrants under this registration statement.

Name	Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number
Emerald Driller Company	Cayman Islands		N/A
Mandarin Drilling Corporation	Marshall Islands		N/A
P2020 Rig Co.	Cayman Islands		N/A
P2021 Rig Co.	Cayman Islands		N/A
Sapphire Driller Company	Cayman Islands		N/A
Vantage Driller I Co.	Cayman Islands		N/A
Vantage Driller II Co.	Cayman Islands		N/A
Vantage Driller III Co.	Cayman Islands		N/A
Vantage Driller IV Co.	Cayman Islands		N/A
Vantage Drilling Company	Cayman Islands		N/A
Vantage Drilling Labuan I Ltd.	Malaysia/Labuan		N/A
Vantage Drilling (Malaysia) I Sdn. Bhd.	Malaysia		N/A
Vantage Drilling Netherlands B.V.	The Netherlands		N/A
Vantage Holding Hungary Kft	Hungary		N/A
Vantage Holdings Malaysia I Co.	Cayman Islands		N/A
Vantage International Management Co.	Cayman Islands		N/A

* The address for each of the co-registrants is c/o Vantage Energy Services, Inc., 777 Post Oak Boulevard, Suite 800, Houston, Texas 77056, Telephone: (281) 404-4700.

The name and address, including zip code, of the agent for service for each of the co-registrants is Christopher G. DeClaire, Vice President and Secretary of Vantage Drilling Company, c/o Vantage Energy Services, Inc., 777 Post Oak Boulevard, Suite 800, Houston, Texas 77056. The telephone number, including area code, of the agent for service for each of the co-registrants is (281) 404-4700.

EXPLANATORY NOTES

This Post-Effective Amendment No. 1 to Form S-4 (File No. 333-174851) is being filed solely for the purpose of filing Exhibit 5.2 and revising Item 21 of this registration statement. No changes or additions are being made hereby to the prospectus that forms a part of the registration statement. Accordingly, the prospectus is omitted from this filing.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud, willful default, willful neglect, dishonesty or the consequences of committing a crime. Our memorandum and articles of association provide for indemnification of our officers and directors for any liability incurred in their capacities as such, except through their own actual fraud or willful default.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is theretofore unenforceable.

The limitation of liability and indemnification provisions in our memorandum and articles of association may discourage securityholders from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our securityholders. In addition, your investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. There is currently no pending material litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought.

Item 21. Exhibits and Financial Statement Schedules.

(a) Exhibits. The following exhibits are filed herewith pursuant to the requirements of Item 601 of Regulation S-K:

Exhibit No.	Description
3.1	Certificate of Incorporation of Vantage Drilling Company (1)
3.2	Amended and Restated Memorandum and Articles of Association of Vantage Drilling Company (2)
3.3	Certificate of Incorporation of Offshore Group Investment Limited (3)
3.4	Amended and Restated Memorandum and Articles of Association of Offshore Group Investment Limited (4)
3.5	Certificate of Incorporation of Vantage Driller I Co. (5)
3.6	Amended and Restated Memorandum and Articles of Association of Vantage Driller I Co. (6)
3.7	Certificate of Incorporation of Vantage Driller II Co. (7)
3.8	Amended and Restated Memorandum and Articles of Association of Vantage Driller II Co. (8)
3.9 **	Certificate of Incorporation of Vantage Driller III Co.
3.10 **	Second Amended and Restated Memorandum and Articles of Association of Vantage Driller III Co.
3.11	Certificate of Incorporation of Vantage Driller IV Co. (9)
3.12	Amended and Restated Memorandum and Articles of Association of Vantage Driller IV Co. (10)

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Exhibit No.	Description
3.13	Certificate of Incorporation of Emerald Driller Company (11)
3.14	Memorandum and Articles of Association of Emerald Driller Company (12)
3.15	Certificate of Incorporation of Sapphire Driller Company (13)
3.16	Memorandum and Articles of Association of Sapphire Driller Company (14)
3.17	Certificate of Incorporation of Vantage International Management Co. (15)
3.18	Amended and Restated Memorandum and Articles of Association of Vantage International Management Co. (16)
3.19 **	Certificate of Incorporation of P2020 Rig Co.
3.20 **	Amended and Restated Memorandum and Articles of Association of P2020 Rig Co.
3.21	Certificate of Incorporation of P2021 Rig Co. (17)
3.22	Amended and Restated Memorandum and Articles of Association of P2021 Rig Co. (18)
3.23 **	Certificate of Incorporation of Vantage Holdings Malaysia I Co.
3.24 **	Memorandum and Articles of Association of Vantage Holdings Malaysia I Co.
3.25	Certificate of Incorporation of Vantage Holding Hungary Kft.—English translation from Hungarian (19)
3.26	Articles of Association of Vantage Drilling Netherlands B.V.—English translation from Dutch (20)
3.27	Articles of Incorporation of Mandarin Drilling Corporation (21)
3.28	Bylaws of Mandarin Drilling Corporation (22)
3.29 **	Certificate of Incorporation of Vantage Drilling Labuan I Ltd.
3.30 **	Memorandum and Articles of Association of Vantage Drilling Labuan I Ltd.
3.31 **	Certificate of Incorporation of Vantage Drilling (Malaysia) I Sdn. Bhd.
3.32 **	Memorandum and Articles of Association of Vantage Drilling (Malaysia) I Sdn. Bhd.
4.1	Indenture dated as of July 30, 2010 by and among Offshore Group Investment Limited, the guarantors named therein, and Wells Fargo Bank, National Association, as trustee (23)
4.2	First Supplemental Indenture dated as of May 20, 2011, among Offshore Group Investment Limited, the guarantors named therein, and Wells Fargo Bank, National Association, as trustee (24)
4.3	Second Supplemental Indenture dated as of June 1, 2011, among Offshore Group Investment Limited, the guarantors named therein, and Wells Fargo, National Association, as trustee (25)
4.4	Registration Rights Agreement dated as of June 1, 2011, among Offshore Group Investment Limited, the guarantors party thereto, and Jefferies & Company, Inc., as representative of the Initial Purchasers (26)
5.1**	Opinion of Porter Hedges LLP
5.2*	Opinion of Maples and Calder
5.3**	Opinion of Reti, Antall & Partners Law Firm
5.4**	Opinion of Heussen
5.5**	Opinion of Reeder & Simpson PC
5.6**	Opinion of Azmi & Associates
12.1**	Statement showing computation of ratio of earnings to fixed charges
21.1	Subsidiaries of Vantage Drilling Company (27)
23.1**	Consent of Porter Hedges LLP (included in Exhibit 5.1)
23.2**	Consent of UHY LLP
23.3*	Consent of Maples and Calder (included in Exhibit 5.2)
23.4**	Consent of Reti, Antall & Partners Law Firm (included in Exhibit 5.3)
23.5**	Consent of Heussen (included in Exhibit 5.4)
23.6**	Consent of Reeder & Simpson PC (included in Exhibit 5.5)
23.7**	Opinion of Azmi & Associates (included in Exhibit 5.6)

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Exhibit No.	Description
24.1**	Powers of Attorney (contained in signature pages)
99.1**	Form of Letter of Transmittal
99.2**	Form of Notice of Guaranteed Delivery

* Filed herewith.

** Previously filed.

(1) Incorporated by reference to Exhibit 3.1 of Vantage Drilling Company’s registration statement on Form F-4 (File No. 333-147797).

(2) Incorporated by reference to Exhibit 3.1 of Vantage Drilling Company’s current report on Form 8-K filed with the SEC on December 28, 2009.

(3) Incorporated by reference to Exhibit 3.3 of the registration statement on Form S-4 (File No. 333-170841).

(4) Incorporated by reference to Exhibit 3.4 of the registration statement on Form S-4 (File No. 333-170841).

(5) Incorporated by reference to Exhibit 3.5 of the registration statement on Form S-4 (File No. 333-170841).

(6) Incorporated by reference to Exhibit 3.6 of the registration statement on Form S-4 (File No. 333-170841).

(7) Incorporated by reference to Exhibit 3.7 of the registration statement on Form S-4 (File No. 333-170841).

(8) Incorporated by reference to Exhibit 3.8 of the registration statement on Form S-4 (File No. 333-170841).

(9) Incorporated by reference to Exhibit 3.9 of the registration statement on Form S-4 (File No. 333-170841).

(10) Incorporated by reference to Exhibit 3.10 of the registration statement on Form S-4 (File No. 333-170841).

(11) Incorporated by reference to Exhibit 3.11 of the registration statement on Form S-4 (File No. 333-170841).

(12) Incorporated by reference to Exhibit 3.12 of the registration statement on Form S-4 (File No. 333-170841).

(13) Incorporated by reference to Exhibit 3.13 of the registration statement on Form S-4 (File No. 333-170841).

(14) Incorporated by reference to Exhibit 3.14 of the registration statement on Form S-4 (File No. 333-170841).

(15) Incorporated by reference to Exhibit 3.15 of the registration statement on Form S-4 (File No. 333-170841).

(16) Incorporated by reference to Exhibit 3.16 of the registration statement on Form S-4 (File No. 333-170841).

(17) Incorporated by reference to Exhibit 3.17 of the registration statement on Form S-4 (File No. 333-170841).

(18) Incorporated by reference to Exhibit 3.18 of the registration statement on Form S-4 (File No. 333-170841).

(19) Incorporated by reference to Exhibit 3.19 of the registration statement on Form S-4 (File No. 333-170841).

(20) Incorporated by reference to Exhibit 3.20 of the registration statement on Form S-4 (File No. 333-170841).

(21) Incorporated by reference to Exhibit 3.21 of the registration statement on Form S-4 (File No. 333-170841).

(22) Incorporated by reference to Exhibit 3.22 of the registration statement on Form S-4 (File No. 333-170841).

(23) Incorporated by reference to Exhibit 4.1 of Vantage Drilling Company’s current report on Form 8-K filed with the SEC on August 5, 2010.

(24) Incorporated by reference to Exhibit 4.2 of Vantage Drilling Company’s current report on Form 8-K filed with the SEC on June 2, 2011.

(25) Incorporated by reference to Exhibit 4.3 of Vantage Drilling Company’s current report on Form 8-K filed with the SEC on June 2, 2011.

(26) Incorporated by reference to Exhibit 10.1 of Vantage Drilling Company’s current report on Form 8-K filed with the SEC on June 2, 2011.

(27) Incorporated by reference to Exhibit 21.1 of Vantage Drilling Company’s annual report on Form 10-K filed with the SEC on March 16, 2011.

Item 22. 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

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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 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(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.

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 purposes of determining any liability under the Securities Act of 1933, each filing of the 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.

(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act 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, the 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 Act and will be governed by the final adjudication of such issue.

(c) Each undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(d) Each undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 25th day of October, 2011.

Offshore Group Investment Limited
By:	/s/ Paul A. Bragg
	Paul A. Bragg Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed by the following persons in the capacities and on the dates indicated.

	Signature	Title	Date
By:	/s/ Paul A. Bragg Paul A. Bragg	Chief Executive Officer (Principal executive officer)	October 25, 2011
By:	/s/ Douglas G. Smith Douglas G. Smith	Chief Financial Officer and Treasurer (Principal financial and accounting officer) and Sole Director	October 25, 2011

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 25th day of October, 2011.

Vantage Drilling Company
By:	/s/ Paul A. Bragg
	Paul A. Bragg Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed by the following persons in the capacities and on the dates indicated.

	Signature	Title	Date
By:	/s/ Paul A. Bragg Paul A. Bragg	Chairman and Chief Executive Officer (Principal executive officer)	October 25, 2011
By:	/s/ Douglas G. Smith Douglas G. Smith	Chief Financial Officer and Treasurer (Principal financial and accounting officer)	October 25, 2011
By:	* Jorge E. Estrada	Director	October 25, 2011
By:	* Marcelo D. Guiscardo	Director	October 25, 2011
By:	* John C.G. O’Leary	Director	October 25, 2011
By:	* Steinar Thomassen	Director	October 25, 2011
By:	* Duke Ligon	Director	October 25, 2011
By:	* Ong Tian Khiam	Director	October 25, 2011
By:	* Steven Bradshaw	Director	October 25, 2011

* By: /s/ Christopher G. DeClaire As Attorney-in-Fact

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 25th day of October, 2011.

Emerald Driller Company
By:	/s/ Paul A. Bragg
	Paul A. Bragg Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed by the following persons in the capacities and on the dates indicated.

	Signature	Title	Date
By:	/s/ Paul A. Bragg Paul A. Bragg	Chief Executive Officer (Principal executive officer) and Director	October 25, 2011
By:	/s/ Douglas G. Smith Douglas G. Smith	Chief Financial Officer and Treasurer (Principal financial and accounting officer)	October 25, 2011

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 25th day of October, 2011.

Mandarin Drilling Corporation
By:	/s/ Paul A. Bragg
	Paul A. Bragg Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed by the following persons in the capacities and on the dates indicated.

	Signature	Title	Date
By:	/s/ Paul A. Bragg Paul A. Bragg	Chief Executive Officer (Principal executive officer) and Director	October 25, 2011
By:	/s/ Douglas G. Smith Douglas G. Smith	Chief Financial Officer and Treasurer (Principal financial and accounting officer)	October 25, 2011

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 25th day of October, 2011.

P2020 Rig Co.
By:	/s/ Paul A. Bragg
	Paul A. Bragg Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed by the following persons in the capacities and on the dates indicated.

	Signature	Title	Date
By:	/s/ Paul A. Bragg Paul A. Bragg	Chief Executive Officer (Principal executive officer) and Director	October 25, 2011
By:	/s/ Douglas G. Smith Douglas G. Smith	Chief Financial Officer and Treasurer (Principal financial and accounting officer)	October 25, 2011

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 25th day of October, 2011.

P2021 Rig Co.
By:	/s/ Paul A. Bragg
	Paul A. Bragg Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed by the following persons in the capacities and on the dates indicated.

	Signature	Title	Date
By:	/s/ Paul A. Bragg Paul A. Bragg	Chief Executive Officer (Principal executive officer) and Director	October 25, 2011
By:	/s/ Douglas G. Smith Douglas G. Smith	Chief Financial Officer and Treasurer (Principal financial and accounting officer)	October 25, 2011

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 25th day of October, 2011.

Sapphire Driller Company
By:	/s/ Paul A. Bragg
	Paul A. Bragg Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed by the following persons in the capacities and on the dates indicated.

	Signature	Title	Date
By:	/s/ Paul A. Bragg Paul A. Bragg	Chief Executive Officer (Principal executive officer) and Director	October 25, 2011
By:	/s/ Douglas G. Smith Douglas G. Smith	Chief Financial Officer and Treasurer (Principal financial and accounting officer)	October 25, 2011

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 25th day of October, 2011.

Vantage Driller I Co.
By:	/s/ Paul A. Bragg
	Paul A. Bragg Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed by the following persons in the capacities and on the dates indicated.

	Signature	Title	Date
By:	/s/ Paul A. Bragg Paul A. Bragg	Chief Executive Officer (Principal executive officer) and Director	October 25, 2011
By:	/s/ Douglas G. Smith Douglas G. Smith	Chief Financial Officer and Treasurer (Principal financial and accounting officer)	October 25, 2011

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 25th day of October, 2011.

Vantage Driller II Co.
By:	/s/ Paul A. Bragg
	Paul A. Bragg Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed by the following persons in the capacities and on the dates indicated.

	Signature	Title	Date
By:	/s/ Paul A. Bragg Paul A. Bragg	Chief Executive Officer (Principal executive officer) and Director	October 25, 2011
By:	/s/ Douglas G. Smith Douglas G. Smith	Chief Financial Officer and Treasurer (Principal financial and accounting officer)	October 25, 2011
By:	* Douglas W. Halkett	Director	October 25, 2011
By:	* Don Munro	Director	October 25, 2011

*       By: /s/ Christopher G. DeClaire As Attorney-in-Fact

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 25th day of October, 2011.

Vantage Driller III Co.
By:	/s/ Paul A. Bragg
	Paul A. Bragg Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed by the following persons in the capacities and on the dates indicated.

	Signature	Title	Date
By:	/s/ Paul A. Bragg Paul A. Bragg	Chief Executive Officer (Principal executive officer) and Director	October 25, 2011
By:	/s/ Douglas G. Smith Douglas G. Smith	Chief Financial Officer and Treasurer (Principal financial and accounting officer)	October 25, 2011

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 25th day of October, 2011.

Vantage Driller IV Co.
By:	/s/ Paul A. Bragg
	Paul A. Bragg Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed by the following persons in the capacities and on the dates indicated.

	Signature	Title	Date
By:	/s/ Paul A. Bragg Paul A. Bragg	Chief Executive Officer (Principal executive officer) and Director	October 25, 2011
By:	/s/ Douglas G. Smith Douglas G. Smith	Chief Financial Officer and Treasurer (Principal financial and accounting officer)	October 25, 2011

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 25th day of October, 2011.

Vantage Drilling Labuan I Ltd.
By:	/s/ Linda J. Ibrahim
	Linda J. Ibrahim Director

Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed by the following persons in the capacities and on the dates indicated.

	Signature	Title	Date
By:	/s/ Linda J. Ibrahim Linda J. Ibrahim	Director (Principal executive, financial and accounting officer)	October 25, 2011

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 25th day of October, 2011.

Vantage Drilling (Malaysia) I Sdn. Bhd.
By:	/s/ Linda J. Ibrahim
	Linda J. Ibrahim Director

Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed by the following persons in the capacities and on the dates indicated.

	Signature	Title	Date
By:	/s/ Linda J. Ibrahim Linda J. Ibrahim	Director (Principal executive, financial and accounting officer)	October 25, 2011
By:	* Fadzil Ishkandar Bin Badaruddin	Director	October 25, 2011
By:	* Norwen Shahreedha Bin Mohamad Ghazali	Director	October 25, 2011

* By:	/s/ Christopher G. DeClaire
	As Attorney-in-Fact

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 25th day of October, 2011.

Vantage Drilling Netherlands B.V.
By:	/s/ Linda J. Ibrahim
	Linda J. Ibrahim Managing Director

POWER OF ATTORNEY AND SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed by the following persons in the capacities and on the dates indicated.

	Signature	Title	Date
By:	/s/ Linda J. Ibrahim Linda J. Ibrahim	Managing Director (Principal executive, financial and accounting officer)	October 25, 2011
By:	/s/ S.A.J. Engel Managing Director A	Managing Director	October 25, 2011
By:	/s/ T.J. van Rijn Managing Director B	Managing Director	October 25, 2011

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Budapest, Hungary, on the 25th day of October, 2011.

Vantage Holding Hungary Kft
By:	/s/ Linda J. Ibrahim
	Linda J. Ibrahim Managing Director
By:	/s/ Julia Varga
	Julia Varga Managing Director

Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed by the following persons in the capacities and on the dates indicated.

	Signature	Title	Date
By:	/s/ Mark C. Howell Mark C. Howell	Managing Director	October 25, 2011
By:	/s/ Linda J. Ibrahim Linda J. Ibrahim	Managing Director (Principal executive, financial and accounting officer)	October 25, 2011
By:	/s/ Julia Varga Julia Varga	Managing Director	October 25, 2011

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 25th day of October, 2011.

Vantage Holdings Malaysia I Co.
By:	/s/ Paul A. Bragg
	Paul A. Bragg Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed by the following persons in the capacities and on the dates indicated.

	Signature	Title	Date
By:	/s/ Paul A. Bragg Paul A. Bragg	Chief Executive Officer (Principal executive officer) and Director	October 25, 2011
By:	/s/ Douglas G. Smith Douglas G. Smith	Chief Financial Officer and Treasurer (Principal financial and accounting officer)	October 25, 2011

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 25th day of October, 2011.

Vantage International Management Co.
By:	/s/ Paul A. Bragg
	Paul A. Bragg Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed by the following persons in the capacities and on the dates indicated.

	Signature	Title	Date
By:	/s/ Paul A. Bragg Paul A. Bragg	Chief Executive Officer (Principal executive officer) and Director	October 25, 2011
By:	/s/ Douglas G. Smith Douglas G. Smith	Chief Financial Officer and Treasurer (Principal financial and accounting officer)	October 25, 2011

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EXHIBIT INDEX

Exhibit No.	Description
3.1	Certificate of Incorporation of Vantage Drilling Company (1)
3.2	Amended and Restated Memorandum and Articles of Association of Vantage Drilling Company (2)
3.3	Certificate of Incorporation of Offshore Group Investment Limited (3)
3.4	Amended and Restated Memorandum and Articles of Association of Offshore Group Investment Limited (4)
3.5	Certificate of Incorporation of Vantage Driller I Co. (5)
3.6	Amended and Restated Memorandum and Articles of Association of Vantage Driller I Co. (6)
3.7	Certificate of Incorporation of Vantage Driller II Co. (7)
3.8	Amended and Restated Memorandum and Articles of Association of Vantage Driller II Co. (8)
3.9 **	Certificate of Incorporation of Vantage Driller III Co.
3.10 **	Second Amended and Restated Memorandum and Articles of Association of Vantage Driller III Co.
3.11	Certificate of Incorporation of Vantage Driller IV Co. (9)
3.12	Amended and Restated Memorandum and Articles of Association of Vantage Driller IV Co. (10)
3.13	Certificate of Incorporation of Emerald Driller Company (11)
3.14	Memorandum and Articles of Association of Emerald Driller Company (12)
3.15	Certificate of Incorporation of Sapphire Driller Company (13)
3.16	Memorandum and Articles of Association of Sapphire Driller Company (14)
3.17	Certificate of Incorporation of Vantage International Management Co. (15)
3.18	Amended and Restated Memorandum and Articles of Association of Vantage International Management Co. (16)
3.19 **	Certificate of Incorporation of P2020 Rig Co.
3.20 **	Amended and Restated Memorandum and Articles of Association of P2020 Rig Co.
3.21	Certificate of Incorporation of P2021 Rig Co. (17)
3.22	Amended and Restated Memorandum and Articles of Association of P2021 Rig Co. (18)
3.23 **	Certificate of Incorporation of Vantage Holdings Malaysia I Co.
3.24 **	Memorandum and Articles of Association of Vantage Holdings Malaysia I Co.
3.25	Certificate of Incorporation of Vantage Holding Hungary Kft.—English translation from Hungarian (19)
3.26	Articles of Association of Vantage Drilling Netherlands B.V.—English translation from Dutch (20)
3.27	Articles of Incorporation of Mandarin Drilling Corporation (21)
3.28	Bylaws of Mandarin Drilling Corporation (22)
3.29 **	Certificate of Incorporation of Vantage Drilling Labuan I Ltd.
3.30 **	Memorandum and Articles of Association of Vantage Drilling Labuan I Ltd.

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3.31 **	Certificate of Incorporation of Vantage Drilling (Malaysia) I Sdn. Bhd.
3.32 **	Memorandum and Articles of Association of Vantage Drilling (Malaysia) I Sdn. Bhd.
4.1	Indenture dated as of July 30, 2010 by and among Offshore Group Investment Limited, the guarantors named therein, and Wells Fargo Bank, National Association, as trustee (23)
4.2	First Supplemental Indenture dated as of May 20, 2011, among Offshore Group Investment Limited, the guarantors named therein, and Wells Fargo Bank, National Association, as trustee (24)
4.3	Second Supplemental Indenture dated as of June 1, 2011, among Offshore Group Investment Limited, the guarantors named therein, and Wells Fargo, National Association, as trustee (25)
4.4	Registration Rights Agreement dated as of June 1, 2011, among Offshore Group Investment Limited, the guarantors party thereto, and Jefferies & Company, Inc., as representative of the Initial Purchasers (26)
5.1**	Opinion of Porter Hedges LLP
5.2*	Opinion of Maples and Calder
5.3**	Opinion of Reti, Antall & Partners Law Firm
5.4**	Opinion of Heussen
5.5**	Opinion of Reeder & Simpson PC
5.6**	Opinion of Azmi & Associates
12.1**	Statement showing computation of ratio of earnings to fixed charges
21.1	Subsidiaries of Vantage Drilling Company (27)
23.1**	Consent of Porter Hedges LLP (included in Exhibit 5.1)
23.2**	Consent of UHY LLP
23.3*	Consent of Maples and Calder (included in Exhibit 5.2)
23.4**	Consent of Reti, Antall & Partners Law Firm (included in Exhibit 5.3)
23.5**	Consent of Heussen (included in Exhibit 5.4)
23.6**	Consent of Reeder & Simpson PC (included in Exhibit 5.5)
23.7**	Opinion of Azmi & Associates (included in Exhibit 5.6)
24.1**	Powers of Attorney (contained in signature pages)
99.1**	Form of Letter of Transmittal
99.2**	Form of Notice of Guaranteed Delivery

* Filed herewith.

** Previously filed.

(1) Incorporated by reference to Exhibit 3.1 of Vantage Drilling Company’s registration statement on Form F-4 (File No. 333-147797).

(2) Incorporated by reference to Exhibit 3.1 of Vantage Drilling Company’s current report on Form 8-K filed with the SEC on December 28, 2009.

(3) Incorporated by reference to Exhibit 3.3 of registration statement on Form S-4 (File No. 333-170841).

(4) Incorporated by reference to Exhibit 3.4 of registration statement on Form S-4 (File No. 333-170841).

(5) Incorporated by reference to Exhibit 3.5 of registration statement on Form S-4 (File No. 333-170841).

(6) Incorporated by reference to Exhibit 3.6 of registration statement on Form S-4 (File No. 333-170841).

(7) Incorporated by reference to Exhibit 3.7 of registration statement on Form S-4 (File No. 333-170841).

(8) Incorporated by reference to Exhibit 3.8 of registration statement on Form S-4 (File No. 333-170841).

(9) Incorporated by reference to Exhibit 3.9 of registration statement on Form S-4 (File No. 333-170841).

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(10) Incorporated by reference to Exhibit 3.10 of registration statement on Form S-4 (File No. 333-170841).

(11) Incorporated by reference to Exhibit 3.11 of registration statement on Form S-4 (File No. 333-170841).

(12) Incorporated by reference to Exhibit 3.12 of registration statement on Form S-4 (File No. 333-170841).

(13) Incorporated by reference to Exhibit 3.13 of registration statement on Form S-4 (File No. 333-170841).

(14) Incorporated by reference to Exhibit 3.14 of registration statement on Form S-4 (File No. 333-170841).

(15) Incorporated by reference to Exhibit 3.15 of registration statement on Form S-4 (File No. 333-170841).

(16) Incorporated by reference to Exhibit 3.16 of registration statement on Form S-4 (File No. 333-170841).

(17) Incorporated by reference to Exhibit 3.17 of registration statement on Form S-4 (File No. 333-170841).

(18) Incorporated by reference to Exhibit 3.18 of registration statement on Form S-4 (File No. 333-170841).

(19) Incorporated by reference to Exhibit 3.19 of registration statement on Form S-4 (File No. 333-170841).

(20) Incorporated by reference to Exhibit 3.20 of registration statement on Form S-4 (File No. 333-170841).

(21) Incorporated by reference to Exhibit 3.21 of registration statement on Form S-4 (File No. 333-170841).

(22) Incorporated by reference to Exhibit 3.22 of registration statement on Form S-4 (File No. 333-170841).

(23) Incorporated by reference to Exhibit 4.1 of Vantage Drilling Company’s current report on Form 8-K filed with the SEC on August 5, 2010.

(24) Incorporated by reference to Exhibit 4.2 of Vantage Drilling Company’s current report on Form 8-K filed with the SEC on June 2, 2011.

(25) Incorporated by reference to Exhibit 4.3 of Vantage Drilling Company’s current report on Form 8-K filed with the SEC on June 2, 2011.

(26) Incorporated by reference to Exhibit 10.1 of Vantage Drilling Company’s current report on Form 8-K filed with the SEC on June 2, 2011.

(27) Incorporated by reference to Exhibit 21.1 of Vantage Drilling Company’s annual report on Form 10-K filed with the SEC on March 16, 2011.

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EX-5.2

Exhibit 5.2

Vantage Drilling Company, Offshore Group Investment Limited, Emerald

Driller Company, P2020 Rig Co., P2021 Rig Co., Sapphire Driller Company, Vantage

Driller I Co., Vantage Driller II Co., Vantage Driller III Co., Vantage Driller IV Co., Vantage Holdings Malaysia I Co.

And Vantage International Management Co.

P.O. Box 309

Ugland House

Grand Cayman

KY1-1104

Cayman Islands

24 October 2011

Dear Sirs:

Vantage Drilling Company

We have acted as counsel as to Cayman Islands law to Vantage Drilling Company (the “Parent”), Offshore Group Investment Limited (the “Company”) and Emerald Driller Company, P2020 Rig Co., P2021 Rig Co., Sapphire Driller Company, Vantage Driller I Co., Vantage Driller II Co., Vantage Driller III Co., Vantage Driller IV Co., Vantage Holdings Malaysia I Co. and Vantage International Management Co. (together with the Parent, the “Guarantors,” and together with the Company, the “Companies”) in connection with the offer to exchange (i) up to US$225,000,000 of the Company’s 11 ¹/2% Senior Secured First Lien Notes due 2015 (the “Exchange Notes”) for a like principal amount of the Company’s outstanding 11 ¹/2% Senior Secured First Lien Notes due 2015 (the “Outstanding Notes”) and (ii) the guarantees of the Guarantors relating to the Exchange Notes and those relating to the Outstanding Notes. The Outstanding Notes were issued, and the Exchange Notes will be issued, under an Indenture dated as of July 30, 2010 (the “Original Indenture”), as amended by the First Supplemental Indenture dated as of 20 May 2011, a Second Supplemental Indenture dated as of 1 June 2011 and a Third Supplemental Indenture dated as of 29 June 2011 (together the “Supplemental Indentures,” and together with the Original Indenture, the “Indentures”), among the Company, the Parent, the other Guarantors and Wells Fargo Bank, National Association, as Trustee, as such Indenture may be amended or supplemented from time to time in accordance with the terms thereof. Capitalized terms used, but not defined, herein shall have the meaning given such terms in the Indenture.

1. Documents Reviewed

We have reviewed originals, copies, drafts or conformed copies of the following documents:

1.1 The Certificate of Incorporation dated 14 November 2007 and the amended and restated Memorandum and Articles of Association of the Parent as adopted on 21 December 2009.

1.2 The Certificate of Incorporation dated 30 July 2007 and the amended and restated Memorandum and Articles of Association of the Company as adopted on 27 June 2008.

1.3 The Certificate of Incorporation and Memorandum and Articles of Association of Emerald Driller Company as registered or adopted on 9 June 2008.

1.4 The Certificate of Incorporation dated 22 July 2009 and the amended and restated Articles of Association of P2020 Rig Co. as adopted on 31 August 2009.

1.5 The Certificate of Incorporation dated 22 July 2009 and the amended and restated Memorandum and Articles of Association of P2021 Rig Co. as adopted on 18 December 2009.

1.6 The Certificate of Incorporation and Memorandum and Articles of Association of Sapphire Driller Company as registered or adopted on 9 June 2008.

1.7 The Certificate of Incorporation dated 18 April 2008 and the amended and restated Memorandum and Articles of Association of Vantage Driller I Co. as adopted on 27 June 2008.

1.8 The Certificate of Incorporation dated 18 April 2008 and the amended and restated Memorandum and Articles of Association of Vantage Driller II Co. as adopted on 27 June 2008.

1.9 The Certificate of Incorporation dated 2 December 2008 and the second amended and restated Memorandum and Articles of Association of Vantage Driller III Co. as adopted on 13 July 2009.

1.10 The Certificate of Incorporation dated 6 May 2009 and the amended and restated Memorandum and Articles of Association of Vantage Driller IV Co. as adopted on 27 July 2010.

1.11 The Certificate of Incorporation and Articles of Association of Vantage Holdings Malaysia I Co. as adopted on 10 January 2011.

1.12 The Certificate of Incorporation dated 13 December 2007 and the amended and restated Memorandum and Articles of Association of Vantage International Management Co. as adopted on 27 June 2008.

1.13 The minutes of meetings of the board of directors of each of the Company and the Parent held on 17 July 2010 and the minutes of a meeting of the board of directors of the Parent held on 20 April 2011 (for each of the Company and the Parent respectively, the “Minutes”) and the corporate records of the Parent and the Company maintained at their respective registered offices in the Cayman Islands.

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1.14 The written resolutions of the board of directors of the Company dated 24 May 2011, the written resolutions of the board of directors of Emerald Driller Company, P2021 Rig Co., Sapphire Driller Company, Vantage Driller I Co., Vantage Driller II Co., Vantage Driller IV Co. and Vantage International Management Co. each dated 29 July 2010 and 24 May 2011, the written resolutions of the board of directors of the Company, P2020 Rig Co. and Vantage Holdings Malaysia I Co. each dated 24 May 2011 and the written resolutions of the sole director of Vantage Driller III Co. dated 25 August 2011 (with respect to each of such Companies, the “Resolutions”) and the corporate records of each of such Companies maintained at their respective registered offices in the Cayman Islands.

1.15 Certificates of Good Standing issued by the Registrar of Companies in the Cayman Islands with respect to each of the Companies (other than Vantage Driller III Co. and Vantage Drilling Company) dated 21 July 2011, with respect to Vantage Driller III Co. dated 3 August 2011 and with respect to Vantage Drilling Company dated 9 September 2011 (the “Certificates of Good Standing”).

1.16 Certificates from a director of each of the Companies (the “Director’s Certificates”).

1.17 The documents listed from 1 to 4 in the Schedule hereto are collectively referred to as the “Transaction Documents”.

2. Assumptions

The following opinion is given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion. This opinion only relates to the laws of the Cayman Islands which are in force on the date of this opinion. In giving this opinion we have relied (without further verification) upon the completeness and accuracy of the Director’s Certificates and the Certificates of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:

2.1 The Transaction Documents and the Exchange Notes have been or will be authorised and duly executed and unconditionally delivered by or on behalf of all relevant parties in accordance with all relevant laws (other than, with respect to the Companies, the laws of the Cayman Islands).

2.2 The Transaction Documents and the Exchange Notes are, or will be, legal, valid, binding and enforceable against all relevant parties in accordance with their terms under the laws of the State of New York and all other relevant laws (other than, with respect to the Companies, the laws of the Cayman Islands).

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2.3 The choice of the laws of the State of New York as the governing law of the Transaction Documents in which such choice has been made, and the Exchange Notes, has been made in good faith and would be regarded as a valid and binding selection which will be upheld by the courts of New York and any other relevant jurisdiction (other than the Cayman Islands) as a matter of the laws of the State of New York and all other relevant laws (other than the laws of the Cayman Islands).

2.4 Copy documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals, and translations of documents provided to us are complete and accurate.

2.5 All signatures, initials and seals are genuine.

2.6 The power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the Companies, the laws of the Cayman Islands) to enter into, execute, unconditionally deliver and perform their respective obligations under the Transaction Documents.

2.7 The Exchange Notes will be issued and authenticated in accordance with the provisions of the Indenture.

2.8 No invitation has been or will be made by or on behalf of the Companies to the public in the Cayman Islands to subscribe for any of the Exchange Notes.

2.9 There is nothing under any law (other than the law of the Cayman Islands) which would or might affect the opinions hereinafter appearing. Specifically, we have made no independent investigation of the laws of the State of New York.

2.10 No property secured under or pursuant to the Transaction Documents is situated in the Cayman Islands or governed by Cayman Islands law.

3. Opinions

Based upon, and subject to, the foregoing assumptions and the qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:

3.1 Each of the Companies has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing under the laws of the Cayman Islands.

3.2 Each of the Companies has full power and authority under its Memorandum and Articles of Association to enter into, execute and perform its obligations under the Transaction Documents to which it is a party including, with respect to the Company, the issue and offer of the Exchange Notes pursuant to the Transaction Documents.

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3.3 The execution, delivery and performance of the Transaction Documents and the Exchange Notes have been authorised by and on behalf of each of the Companies party thereto and, assuming the Transaction Documents and the Exchange Notes have been executed and unconditionally delivered by Proper Officers (as defined in the Minutes and the Resolutions respectively) on behalf of such Companies, the Transaction Documents and the Exchange Notes have been duly executed and delivered on behalf of such Companies and constitute the legal valid and binding obligations of such Companies enforceable in accordance with their respective terms.

3.4 The Exchange Notes have been duly authorised by the Company and when the Exchange Notes are executed on behalf of the Company by Proper Officers (as defined in the Resolutions of the Company) and, if appropriate, authenticated in the manner set forth in the Indenture and delivered against due payment therefor will constitute the legal, valid and binding obligations of the Company.

4. Qualifications

The opinions expressed above are subject to the following qualifications:

4.1 The term “enforceable” means that the obligations assumed by the Company under the Transaction Documents and the Exchange Notes are of a type which the courts of the Cayman Islands will enforce. It does not mean that those obligations will necessarily be enforced in all circumstances in accordance with their terms. In particular:

(a) enforcement may be limited by bankruptcy, insolvency, liquidation, reorganisation, readjustment of debts or moratorium or other laws of general application relating to or affecting the rights of creditors;

(b) enforcement may be limited by general principles of equity. For example, equitable remedies such as specific performance may not be available, inter alia, where damages are considered to be an adequate remedy;

(c) some claims may become barred under the statutes of limitation or may be or become subject to defenses of set off, counterclaim, estoppel and similar defenses;

(d) where obligations are to be performed in a jurisdiction outside the Cayman Islands, they may not be enforceable in the Cayman Islands to the extent that performance would be illegal under the laws of that jurisdiction;

(e) the Cayman Islands court has jurisdiction to give judgment in the currency of the relevant obligation and statutory rates of interest payable upon judgments will vary according to the currency of the judgment. If the Company becomes insolvent and is made subject to a liquidation proceeding, the Cayman Islands court will require all debts to be proved in a

5

common currency, which is likely to be the “functional currency” of the Company determined in accordance with applicable accounting principles. Currency indemnity provisions have not been tested, so far as we are aware, in the courts of the Cayman Islands;

(f) arrangements that constitute penalties will not be enforceable;

(g) the courts of the Cayman Islands may decline to exercise jurisdiction in relation to substantive proceedings brought under or in relation to the Transaction Documents in matters where they determine that such proceedings may be tried in a more appropriate forum;

(h) we reserve our opinion as to the enforceability of the relevant provisions of the Transaction Documents and the Exchange Notes to the extent that they purport to grant exclusive jurisdiction to the courts of a particular jurisdiction as there may be circumstances in which the courts of the Cayman Islands would accept jurisdiction notwithstanding such provisions; and

(i) a company cannot, by agreement or in its articles of association, restrict the exercise of a statutory power, and there exists doubt as to enforceability of any provision in the Transaction Documents whereby the Company covenants not to exercise powers specifically given to its shareholders by the Companies Law (2010 Revision) of the Cayman Islands, including, without limitation, the power to increase its authorised share capital, amend its memorandum and articles of association, or present a petition to a Cayman Islands court for an order to wind up the Company.

4.2 Applicable court fees will be payable in respect of the enforcement of the Transaction Documents.

4.3 To maintain the Companies in good standing under the laws of the Cayman Islands, annual filing fees must be paid and returns made to the Registrar of Companies.

4.4 A certificate, determination, calculation or designation of any party to the Transaction Documents or the Exchange Notes as to any matter provided therein might be held by a Cayman Islands court not to be conclusive final and binding if, for example, it could be shown to have an unreasonable or arbitrary basis, or in the event of manifest error.

4.5 The obligations of the Companies may be subject to restrictions pursuant to United Nations sanctions as implemented under the laws of the Cayman Islands.

4.6 We reserve our opinion as to the extent to which a Cayman Islands court would, in the event of any relevant illegality, sever the offending provisions and enforce the remainder of the transaction of which such provisions form a part, notwithstanding any express provisions in this regard.

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4.7 We make no comment with regard to the references to foreign statutes in the Transaction Documents or the Notes.

4.8 We express no view as to the effect of transfer by delivery or the negotiation of Notes in bearer form in any jurisdiction which does not recognise such transferability or negotiability.

4.9 We note that it is contemplated that the Transaction Documents are dated “as of” a certain date. Whilst parties to an agreement may agree as a matter of contract, inter se, that the rights and obligations therein contained should, in so far as the same may be possible, take effect from a date prior to the date of execution and delivery, if as a matter of fact that agreement was executed and delivered after the date “as of” which it is expressed to be executed and delivered, the agreement only comes into effect on the actual date of execution and delivery and, with respect to third parties, the agreement in so far as the rights of third parties may be available thereunder, takes effect only from the actual date of execution and delivery.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the heading “Legal Matters” in the prospectus included in the Registration Statement. In providing our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder.

We express no view as to the commercial terms of the Transaction Documents or the Exchange Notes or whether such terms represent the intentions of the parties and make no comment with respect to any representations which may be made by any of the Companies.

We are aware that Porter Hedges L.L.P. will rely as to matters of Cayman Islands law on this opinion in rendering its opinions to you to be filed with the Registration Statement, and we authorize them to so rely.

Yours faithfully

/s/ Maples and Calder

Maples and Calder

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Schedule

The Transaction Documents

1. The registration rights agreement dated 1 June 2011 entered into among the Company, the Guarantors referred to therein and Jefferies & Company, Inc, as representative of the initial purchasers listed therein.

2. The notation of note guarantee executed by Vantage Drilling Company, Vantage Holding Hungary KFT, Vantage Drilling Netherlands BV, P2021 Rig Co., Vantage International Management Company, Vantage Driller I Co., Vantage Driller II Co., Vantage Driller IV Co., Emerald Driller Company and Sapphire Driller Company.

3. The notation of note guarantee executed by P2020 Rig Co., Vantage Holdings Malaysia I Co., Vantage Drilling (Malaysia) I Sdn. Bhd. And Vantage Drilling Labuan I Ltd.

4. The Indentures.

5. The Exchange Notes.

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