EX-5.2 3 tv493583_ex5-2.htm EXHIBIT 5.2

 

Exhibit 5.2

 

       
  811 Main Street, Suite 3700
  Houston, TX 77002  
 

Tel: +1.713.546.5400 Fax: +1.713.546.5401

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Rowan Companies plc

Cannon Place

78 Cannon Street

London, EC4N 6AF

United Kingdom

 

Re:Registration Statement on Form S-3 – Exhibit 5.2

 

Ladies and Gentlemen:

 

We have acted as special counsel to Rowan Companies plc, a public limited company organized under the laws of England and Wales (“Rowan UK”), and Rowan Companies, Inc., a Delaware corporation (“Rowan Delaware” and, together with Rowan UK, the “Registrants”), in connection with the filing on the date hereof with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-3 (the “Registration Statement”), including a base prospectus (the “Base Prospectus”), which provides that it will be supplemented by one or more prospectus supplements (each such prospectus supplement, together with the Base Prospectus, a “Prospectus”), under the Securities Act of 1933, as amended (the “Act”), relating to the registration for the issuance and sale from time to time, pursuant to Rule 415 under the Act, of: (i) Class A ordinary shares, par value $0.125 per share, of Rowan UK (the “Class A Ordinary Shares”), (ii) ordinary shares of Rowan UK (the “Ordinary Shares”), (iii) preference shares of Rowan UK (the “Preference Shares”), (iv) one or more series of Rowan Delaware’s or Rowan UK’s debt securities (the “Debt Securities”), (v) guarantees by Rowan UK or Rowan Delaware of the Debt Securities or other securities (the “Guarantees”), (vi) warrants to purchase Class A Ordinary Shares, Preference Shares, Ordinary Shares, Debt Securities or Units (the “Warrants”), (vii) share purchase contracts of the Company with respect to Class A Ordinary Shares, Preference Shares or Ordinary Shares (the “Share Purchase Contracts”) and (viii) units of securities consisting of one or more Debt Securities, Class A Ordinary Shares, Preference Shares, Ordinary Shares, Warrants, Guarantees, Share Purchase Contracts or any combination thereof (the “Units,” and, together with the Class A Ordinary Shares, Ordinary Shares, Preference Shares, Debt Securities, Guarantees, Warrants and Share Purchase Contracts, the “Securities”). The senior Debt Securities will be issued under (i) a senior indenture substantially in the form filed as Exhibit 4.19 to the Registration Statement to be entered into between Rowan UK and U.S. Bank National Association, as trustee (the “Trustee”), (the “Rowan UK Senior Indenture”) or (ii) the Indenture for Senior Debt Securities dated as of July 21, 2009, between Rowan Delaware and the Trustee (the “Rowan Delaware Senior Indenture”), and the subordinated Debt Securities will be issued pursuant to (iii) a subordinated indenture substantially in the form filed as Exhibit 4.20 to the Registration Statement to be entered into between Rowan UK and the Trustee (the “Rowan UK Subordinated Indenture”) or (iv) a subordinated indenture substantially in the form filed as Exhibit 4.21 to the Registration Statement to be entered into between Rowan Delaware and the Trustee (the “Rowan Delaware Subordinated Indenture,” together with the Rowan UK Senior Indenture, the Rowan Delaware Senior Indenture and the Rowan UK Subordinated Indenture, the “Indentures”). Each of the Indentures will be supplemented, in connection with each series of Debt Securities, by a board resolution, supplement or officer’s certificate pertaining to the applicable series of Debt Securities (as supplemented, the “Applicable Indenture”).

 

 

 

 

May 11, 2018
Page 2

 

This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related applicable Prospectus, other than as expressly stated herein with respect to the issue of the Securities.

 

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Registrants and others as to factual matters without having independently verified such factual matters. We are opining herein as to the internal laws of the State of New York, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or as to any matters of municipal law or the laws of any local agencies within any state. Various matters concerning the laws of England and Wales with respect to the Securities are addressed in opinions provided separately. We express no opinion with respect to those matters herein, and, to the extent such matters are necessary to the conclusions expressed herein, we have, with your consent, assumed such matters.

 

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof:

 

1.               When the Applicable Indenture has been duly authorized, executed and delivered by all necessary corporate action of Rowan UK or Rowan Delaware, as applicable, and when  the specific terms of a particular series of Debt Securities and the Guarantees thereof have been duly established in accordance with the terms of the Applicable Indenture and authorized by all necessary corporate action of Rowan UK or Rowan Delaware, as applicable, and such Debt Securities and the Guarantees have been duly executed, authenticated, issued and delivered against payment therefor in accordance with the terms of the Applicable Indenture and in the manner contemplated by the applicable Prospectus and by such corporate action, such Debt Securities and the Guarantees will be the legally valid and binding obligations of Rowan UK or Rowan Delaware, as applicable, enforceable against Rowan UK or Rowan Delaware in accordance with their terms.

 

2.               When the applicable warrant agreement has been duly authorized, executed and delivered by all necessary corporate action of Rowan UK, and when the specific terms of a particular issuance of Warrants have been duly established in accordance with the terms of the applicable warrant agreement and authorized by all necessary corporate action of Rowan UK, and such Warrants have been duly executed, authenticated, issued and delivered against payment therefor in accordance with the terms of the applicable warrant agreement and in the manner contemplated by the applicable Prospectus and by such corporate action (assuming the securities issuable upon exercise of such Warrants have been duly authorized and reserved for issuance by all necessary corporate action), such Warrants will be the legally valid and binding obligations of Rowan UK, enforceable against Rowan UK in accordance with their terms.

 

3.               When the applicable share purchase contract agreement has been duly authorized, executed and delivered by all necessary corporate action of Rowan UK, and when the specific terms of a particular issue of Share Purchase Contracts have been duly authorized in accordance with the terms of the applicable share purchase contract agreement and authorized by all necessary corporate action of Rowan UK, and such Share Purchase Contracts have been duly executed, authenticated, issued and delivered against payment therefor in accordance with the terms of the applicable share purchase contract agreement and in the manner contemplated by the applicable Prospectus and by such corporate action (assuming the securities issuable under such Share Purchase Contracts have been duly authorized and reserved for issuance by all necessary corporate action), such Share Purchase Contracts will be the legally valid and binding obligations of Rowan UK, enforceable against Rowan UK in accordance with their terms.

 

4.               When the applicable unit agreement has been duly authorized, executed and delivered by all necessary corporate action of Rowan UK, and when the specific terms of a particular issuance of Units have been duly authorized in accordance with the terms of the applicable unit agreement and authorized by all necessary corporate action of Rowan UK, and such Units have been duly executed, authenticated, issued and delivered against payment therefor in accordance with the terms of the applicable unit agreement and in the manner contemplated by the applicable Prospectus and by such corporate action (assuming the securities issuable upon exercise of such Units have been duly authorized and reserved for issuance by all necessary corporate action), such Units will be the legally valid and binding obligations of Rowan UK, enforceable against Rowan UK in accordance with their terms.

 

 

 

 

May 11, 2018
Page 3

 

Our opinions are subject to: (i) the effect of bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and remedies of creditors; (ii) the effect of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing, and the discretion of the court before which a proceeding is brought; and (iii) the invalidity under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy. We express no opinion as to (a) any provision for liquidated damages, default interest, late charges, monetary penalties, prepayment or make-whole premiums or other economic remedies to the extent such provisions are deemed to constitute a penalty; (b) consents to, or restrictions upon, governing law, jurisdiction, venue, arbitration, remedies, or judicial relief; (c) the waiver of rights or defense waivers; (d) any provision requiring the payment of attorneys’ fees, where such payment is contrary to law or public policy; (e) any provision permitting, upon acceleration of any indebtedness, collection of that portion of the stated principal amount thereof which might be determined to constitute unearned interest thereon; (f) provisions purporting to waive modifications of any guaranteed obligation to the extent such modification constitutes a novation; (g) provisions purporting to make a guarantor primarily liable rather than as a surety; (h) advance waivers of claims, defenses, rights granted by law, or notice, opportunity for hearing, evidentiary requirements, statutes of limitation, trial by jury or at law, or other procedural rights; (i) waivers of broadly or vaguely stated rights; (j) provisions for exclusivity, election or cumulation of rights or remedies; (k) provisions authorizing or validating conclusive or discretionary determinations; (l) grants of setoff rights; (m) proxies, powers and trusts; (n) provisions prohibiting, restricting, or requiring consent to assignment or transfer of any right or property; (o) any provision to the extent it requires that a claim with respect to a security denominated other than in U.S. dollars (or a judgment in respect of such a claim) be converted into U.S. dollars a rate of exchange at a particular date, to the extent applicable law otherwise provides; and (p) the severability, if invalid, of provisions to the foregoing effect.

 

With your consent, we have assumed (a) that each of the Applicable Indentures, the Debt Securities and the Guarantees, the Warrants, the Share Purchase Contracts, the Units, the warrant agreements, the share purchase contract agreements and unit agreements governing such Securities (collectively, the “Documents”) will be governed by the internal laws of the State of New York, (b) that each of the Documents has been or will be duly authorized, executed and delivered by the parties thereto, (c) that each of the Documents constitutes or will constitute legally valid and binding obligations of the parties thereto other than the Registrants, enforceable against each of them in accordance with their respective terms, and (d) that the status of each of the Documents as legally valid and binding obligations of the parties will not be affected by any (i) breaches of, or defaults under, agreements or instruments, (ii) violations of statutes, rules, regulations or court or governmental orders, or (iii) failures to obtain required consents, approvals or authorizations from, or to make required registrations, declarations or filings with, governmental authorities.

 

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained in the Prospectus under the heading “Legal Matters.” In giving such 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.

 

  Very truly yours,
   
  /s/ Latham & Watkins LLP