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EXHIBIT 5.1
[WALKERS LETTERHEAD]
TRANSOCEAN SEDCO FOREX INC.
4 GREENWAY PLAZA
HOUSTON, TEXAS 77046
UNITED STATES OF AMERICA
October 27, 2000
Gentlemen,
VALIDITY OF ISSUE OF ORDINARY SHARES AND WARRANTS TO PURCHASE ORDINARY SHARES OF
TRANSOCEAN SEDCO FOREX INC., A CAYMAN ISLANDS EXEMPTED COMPANY.
We have acted as special Cayman Islands counsel to Transocean Sedco Forex Inc. a
Cayman Islands exempted company (TRANSOCEAN) in connection with a proposed
merger with R&B Falcon Corporation a Delaware corporation (R&B FALCON) pursuant
to which R&B Falcon will merge with an indirect wholly owned subsidiary of
Transocean (the MERGER).
The Merger is to be effected pursuant to the terms and provisions of that
certain Agreement and Plan of Merger dated as of August 19, 2000 among
Transocean, Transocean Holdings Inc., TSF Delaware Inc. and R&B Falcon (the
MERGER AGREEMENT) which is described in the proxy statement/prospectus (the
PROXY STATEMENT/PROSPECTUS) and filed as part of that certain Registration
Statement on Form S-4 filed by Transocean with the United States Securities and
Exchange Commission (the SEC) on September 22, 2000 (the REGISTRATION
STATEMENT).
Pursuant to the Merger Agreement and as described in the Proxy
Statement/Prospectus, R&B Falcon common shares will be converted into the right
to receive ordinary shares of a par or nominal value of US$.01 per share of
Transocean (the NEW TRANSOCEAN SHARES) upon completion of the Merger and each
R&B Falcon warrant to purchase R&B Falcon common shares will be assumed by
Transocean and become a warrant to purchase ordinary shares of Transocean (the
NEW TRANSOCEAN WARRANTS) in accordance with the Warrant Agreement dated April
22, 1999 between R&B Falcon and American Transfer and Trust Company.
We have been asked to provide this legal opinion to you in connection with the
filing of the Registration Statement by Transocean and any additional
registration statements filed by Transocean pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (462(b) REGISTRATION STATEMENTS), relating to
new Transocean Shares or new Transocean Warrants to be issued pursuant to the
Merger Agreement.
For the purposes of giving this opinion, we have examined the documents listed
in Schedule 1.
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In giving this opinion we have relied upon the assumptions set out in Schedule 2
hereto, which we have not independently verified.
We are Attorneys-at-Law in the Cayman Islands and express no opinion as to any
laws other than the laws of the Cayman Islands in force and as interpreted at
the date hereof.
Based upon the foregoing examinations, the assumptions set out in Schedule 2 and
the qualifications set out in Schedule 3, and upon such searches as we have
conducted and having regard to legal considerations which we deem relevant, we
are of the opinion that under the laws of the Cayman Islands:
1. Upon consummation of the Merger in accordance with the terms of the
Merger Agreement, the new Transocean Shares will be recognized as
having been duly authorised, and validly issued, fully paid and
non-assessable.
2. Upon consummation of the Merger in accordance with the terms of the
Merger Agreement, the new Transocean warrants will be recognized as
having been duly authorised and validly issued, and the Warrant
Agreement will constitute the legal, valid and binding obligations of
Transocean enforceable in accordance with its terms.
This opinion is limited to the matters referred to herein and shall not be
construed as extending to any other matter or document not referred to herein.
This opinion is given solely for your benefit, the benefit of your legal
advisers acting in that capacity in relation to this transaction and the
shareholders of Transocean and may not be relied upon by any other person
without our prior written consent. This opinion is governed by and shall be
construed in accordance with the laws of the Cayman Islands.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and any related 462(b) Registration Statement. In giving
this consent we do not admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended,
or the rules and regulations of the SEC thereunder.
Yours faithfully,
s/Walkers
WALKERS
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SCHEDULE 1
LIST OF DOCUMENTS EXAMINED
1. The Memorandum and Articles of Association of Transocean.
2. The Resolutions adopted by the Board of Directors of Transocean pursuant to
their meeting of August 18, 2000.
3. The Resolutions proposed to be adopted by the shareholders of Transocean at
an extraordinary general meeting of Transocean to be held at the
shareholders meeting referred to in the Proxy Statement/Prospectus.
4. The proxy statement/prospectus contained in the Registration Statement
filed with the United States Securities and Exchange Commission on
September 22, 2000.
5. Such other documents as we have considered necessary for the purposes of
rendering this opinion.
The documents at paragraphs 2 and 3 above are referred to in this opinion as the
"RESOLUTIONS".
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SCHEDULE 2
ASSUMPTIONS
The opinions hereinbefore given are based upon the following assumptions insofar
as each such assumption may relate to the opinions given:
1. All original documents are authentic, that all signatures and seals are
genuine, that all documents purporting to be sealed have been so sealed and
that all copies conform to their originals.
2. The Minute Book of Transocean supplied to us on the date of this opinion by
Transocean's registered office contains a complete record of the business
transacted by it.
3. The corporate records of Transocean supplied to us on the date of this
opinion by Transocean's registered office constitute its complete corporate
records and that all matters required by law to be recorded therein are so
recorded.
4. The shareholders resolutions referred to in paragraph 3 of Schedule 1 shall
be duly adopted by the shareholders of Transocean at a duly convened and
quorate shareholders meeting of Transcoean.
5. From the date of the Resolutions, no corporate or other action has been
taken by Transocean to amend, alter or repeal the Resolutions and no
corporate or other action has been taken by Transocean in connection with
the Merger except as contemplated by the Registration Statement.
6. There are no provisions of the laws of any jurisdiction outside the Cayman
Islands which would be contravened by Transocean's assumption of the
Warrant Agreement and that, in so far as any obligation expressed to be
incurred under the Warrant Agreement is to be performed in or is otherwise
subject to the laws of any jurisdiction outside the Cayman Islands, its
performance will not be illegal by virtue of the laws of that jurisdiction.
7. The choice of the laws of the State of New York selected to govern the
Warrant Agreement has been made in good faith and will be regarded as a
valid and binding selection which will be upheld in the courts of that
jurisdiction and all other relevant jurisdictions (other than the Cayman
Islands).
8. All authorisations, approvals, consents, licences and exemptions required
by and all filings and other requirements of each of the parties to the
Warrant Agreement outside the Cayman Islands to ensure the legality,
validity and enforceability of the Warrant Agreement have been or will be
duly obtained, made or fulfilled and are and will remain in full force and
effect and that any conditions to which they are subject have been
satisfied.
9. On the date of consummation of the Merger Transocean will be able to pay
its debts as they became due from its own moneys, and that any disposition
or settlement of property effected by the Warrant Agreement is made in good
faith and for valuable consideration and at the time of each disposition of
property by Transocean pursuant to the Warrant Agreement Transocean will be
able to pay its debts as they become due from its own moneys.
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SCHEDULE 3
QUALIFICATIONS
The opinions hereinbefore given are subject to the following qualifications:
1. The term "enforceable" as used above means that the obligations assumed by
Transocean under the Warrant Agreement are of a type which the courts of
the Cayman Islands 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 and other laws of general application relating to or
affecting the rights of creditors;
(b) enforcement may be limited by general principles of equity;
(c) claims may become barred under statutes of limitation or may be or
become subject to defences of set-off or counterclaim;
(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) in liquidation proceedings in respect of Transocean before a court of
the Cayman Islands it is likely that the court will require all debts
of Transocean to be proved in a common currency, which is likely to
be Transocean's functional currency and so far as we are aware
currency indemnity provisions have not been tested before a court of
the Cayman Islands;
(f) to the extent that any provision of the Warrant Agreement is
adjudicated to be penal in nature, it will not be enforceable in the
courts of the Cayman Islands; in particular, the enforceability of
any provision of the Warrant Agreement which imposes additional
obligations in the event of any breach or default, or of payment or
prepayment being made other than on an agreed date may be limited to
the extent that it is subsequently adjudicated to be penal in nature
and not an attempt to make a reasonable pre-estimate of loss. We do
not consider any provision of the Warrant Agreement to be penal in
nature;
(g) to the extent that the performance of any obligation arising under
the Warrant Agreement would be fraudulent or contrary to public
policy, it will not be enforceable in the courts of the Cayman
Islands. We do not consider any provision of the Warrant Agreement to
be contrary to public policy; and
(h) a Cayman Islands court will not necessarily award costs in litigation
in accordance with contractual provisions in this regard.
2. If any provision of the Warrant Agreement is held to be illegal, invalid or
unenforceable, severance of such provision from the remaining provisions
will be subject to the discretion of the Cayman Islands courts.
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3. The effectiveness of terms in the Warrant Agreement excusing any party from
a liability or duty otherwise owed or indemnifying that party from the
consequences of incurring such liability or breaching such duty are limited
by law.
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