TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo March 29, 2023 Simon Johnson Chief Executive Officer Seadrill Limited Park Place, 55 Par-la-Ville Road Hamilton, HM 11 Bermuda Re: Seadrill Limited Amendment No. 1 to Registration Statement on Form F-4 Filed March 23, 2023 File No. 333-270071 Dear Simon Johnson: We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our March 14, 2023 letter. Amendment No. 1 to Form F-4 filed March 23, 2023 Certain Material Tax Consequences Material U.S. Federal Income Tax Considerations, page 85 1. We note your response to prior comment 1, and note that the opinion provided in Exhibit 8.1 states that based upon and subject to certain exceptions, limitations and qualifications, it is counsel's opinion that insofar as it summarizes U.S. federal income tax law, the discussion set forth in the Registration Statement under the caption Certain Material Tax Considerations Material U.S. Federal Income Tax Considerations is accurate in all material respects. Please have counsel revise Exhibit 8.1 to state clearly, if true, that the disclosure in such section of the prospectus is counsel s opinion. See Item Simon Johnson Seadrill Limited March 29, 2023 Page 2 601(b)(8) of Regulatory S-K and for guidance, refer to Section III.B of Staff Legal Bulletin No. 19. Please contact Claudia Rios, Staff Attorney, at (202) 551-8770 or Laura Nicholson, Special Counsel, at (202) 551-3584 with any questions. Sincerely, FirstName LastNameSimon Johnson Division of Corporation Finance Comapany NameSeadrill Limited Office of Energy & Transportation March 29, 2023 Page 2 cc: Clinton W. Rancher, Esq. FirstName LastName