EX-5.1 2 tm257828d2_ex5-1.htm EXHIBIT 5.1

 

Exhibit 5.1

 

 

CONYERS DILL & PEARMAN LIMITED

Clarendon House, 2 Church Street

Hamilton HM 11, Bermuda

Mail: PO Box HM 666, Hamilton HM CX, Bermuda

T +1 441 295 1422

conyers.com

 

6 March 2025

 

Matter No.: 371487
+1 441 299 4968
jennifer.panchaud@conyers.com

 

Valaris Limited

Clarendon House

2 Church Street

Hamilton HM11

Bermuda

 

Dear Sirs,

 

Re: Valaris Limited (the “Company”)

 

We have acted as special Bermuda legal counsel to the Company in connection with a registration statement on Form S-3 to be filed with the U.S. Securities and Exchange Commission (the "Commission") on or about 7 March 2025 (the "Registration Statement", which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) relating to the registration under the U.S. Securities Act of 1933, as amended (the "Securities Act") of certain common shares of par value US$0.01 each of the Company held by the selling shareholders registrable pursuant to that certain registration rights agreement dated 30 April 2021 (the “Registered Shares").

 

1.DOCUMENTS REVIEWED

 

For the purposes of giving this opinion, we have examined an electronic draft of the Registration Statement.

 

 

 

We have also reviewed:

 

1.1.copies of the memorandum of association and the bye-laws of the Company (together, the “Constitutional Documents”), each certified by the Assistant Secretary of the Company on 26 February 2025;

 

1.2.an extract of resolutions from minutes of a meeting of the directors of the Company held on 3 March 2025, certified by the Assistant Secretary of the Company on 6 March 2025 (the “Resolutions”); and

 

1.3.such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.

 

2.ASSUMPTIONS

 

We have assumed:

 

2.1.the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken;

 

2.2.that where a document has been examined by us in draft form, it will be or has been executed and/or filed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention;

 

2.3.the accuracy and completeness of all factual representations made in the Registration Statement and other documents reviewed by us;

 

2.4.that the Resolutions were passed at one or more duly convened, constituted and quorate meetings, or by unanimous written resolutions, remain in full force and effect and have not been rescinded or amended;

 

2.5.that the Company issued the Registered Shares in furtherance of its objects as set out in its memorandum of association; and

 

2.6.that there is no provision of the law of any jurisdiction, other than Bermuda, which would have any implication in relation to the opinions expressed herein.

 

3.QUALIFICATIONS

 

3.1.We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than Bermuda.

 

3.2.This opinion is to be governed by and construed in accordance with the laws of Bermuda and is limited to and is given on the basis of the current law and practice in Bermuda.

 

3.3.This opinion is issued solely for the purposes of the filing of the Registration Statement and is not to be relied upon in respect of any other matter.

 

conyers.com | 2

 

 

4.OPINION

 

On the basis of and subject to the foregoing, we are of the opinion that:

 

4.1.The Company is duly incorporated and existing under the laws of Bermuda in good standing (meaning solely that it has not failed to make any filing with any Bermuda governmental authority under the Companies Act 1981, or to pay any Bermuda government fee or tax, which would make it liable to be struck off the Register of Companies and thereby cease to exist under the laws of Bermuda).

 

4.2.Based solely upon a review of the register of members of the Company as of 5 March 2025, prepared by Computershare Trust Company, N.A., the branch registrar of the Company, the Registered Shares are validly issued, fully paid and non-assessable (which term means when used herein that no further sums are required to be paid by the holders thereof in connection with the issue of such shares).

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm under the caption “Legal Matters” in the prospectus forming a part of the Registration Statement. In giving this consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.

 

Yours faithfully,

 

/s/ Conyers Dill & Pearman Limited

 

Conyers Dill & Pearman Limited

 

conyers.com | 3