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2 December 2024
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Our Ref: PO/CO/jm/L15498
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Borr Drilling Limited
2nd Floor, S.E. Pearman Building 9 Par-la-Ville Road
Hamilton, HM11 Bermuda
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| 1. |
The Company is an exempted company duly incorporated under the Companies Act, 1981 (as amended) (the “Companies Act”) and validly exists as a
company limited by shares in Bermuda. Based solely on the Certificate of Compliance referred to in Schedule 1, the Company is in good standing under the laws of Bermuda.
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| 2. |
With respect to the Plan Shares, upon the issue of the Plan Shares (by the entry of the name of the registered owner thereof in the Register of Members of the Company confirming that
such Plan Shares have been issued credited as fully paid), delivery and payment therefor in accordance with the Plan and the Memorandum and Bye-Laws (as defined in Schedule 1) and in the manner contemplated by the Registration Statement (as
each term is defined in Schedule 1), the Plan Shares will be duly authorised, validly issued, fully paid and non- assessable (meaning that no additional sums may be levied in respect of such Plan Shares on the holder thereof by the Company).
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WALKERS
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Page 2
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| 1. |
The originals of all documents examined in connection with this opinion are authentic. The signatures, initials and seals on the Documents are genuine and are those of a person or
persons given power to execute the Documents under the Resolutions (as defined in Schedule 1). All documents purporting to be sealed have been so sealed. All copies are complete and conform to their originals. The Documents conform in every
material respect to the latest drafts of the same produced to us and, where provided in successive drafts, have been marked up to indicate all changes to such Documents.
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| 2. |
The Memorandum and Bye-Laws reviewed by us will be the memorandum of association and bye-laws of the Company in effect upon the consummation of the issuance and sale of the Plan Shares.
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| 3. |
The Company Records (as defined in Schedule 1) are complete and accurate and all matters required by law and the Memorandum and Bye-Laws to be recorded therein are completely and
accurately so recorded.
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| 4. |
The accuracy and completeness of all factual representations made in the Registration Statement, the Plan, the US Sub-Plan and all other documents reviewed by us.
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| 5. |
The Company will receive consideration in money or money’s worth for each Plan Share offered by the Company when issued at the agreed issue price as per the terms of the Registration
Statement and the Plan (and the US Sub-Plan, if applicable), such price in any event not being less than the stated par or nominal value of each Plan Share.
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| 6. |
The Resolutions (defined in Schedule 1) are and shall remain in full force and effect and have not been and will not be rescinded or amended. The Resolutions have been duly executed by
or on behalf of each director of the Company and the signatures and initials thereon are those of a person or persons in whose name the Resolutions have been expressed to be signed.
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| 7. |
Each of the Registration Statement, the Plan and the US Sub-Plan will be duly authorised, executed and delivered by or on behalf of all relevant parties prior to the issue and sale of
the Plan Shares and will be legal, valid, binding and enforceable against all relevant parties in accordance with their terms under all relevant laws (other than the laws of Bermuda).
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| 8. |
All preconditions to the obligations of the parties to the Plan and the US Sub-Plan will be satisfied or duly waived prior to the issue and sale of the Plan Shares and there will be no
breach of the terms of the Plan or the US Sub-Plan.
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| 9. |
That on the date of issuance of any of the Plan Shares the Company will have sufficient authorised but unissued common shares.
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| 10. |
That shares of the Company are and will continue to be listed on an appointed stock exchange, as defined in the Companies Act 1981, as amended, and the consent to the issue and free
transfer of shares and securities of the Company given by the Bermuda Monetary Authority will not have been revoked or amended at the time of issuance of any Plan Shares.
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WALKERS
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Page 3
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| 11. |
That there is no provision of any award agreement or any sub-plan nor any variation or amendment to the Scheme (as defined in the Plan) or the Plan (other than the US Sub-Plan) which
would or might affect any of the opinions set forth above.
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| 12. |
There is nothing under any law (other than the laws of Bermuda) which would or might affect any of the opinions set forth above.
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| (a) |
obliged to contribute further amounts to the capital of the Company, either in order to complete payment for their shares, to satisfy claims of creditors of the Company, or otherwise;
and
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| (b) |
bound by an alteration of the Memorandum or Bye-laws of the Company after the date on which they became a member, if and so far as the alteration requires them to take, or subscribe for
additional shares, or in any way increases their liability to contribute to the share capital of, or otherwise to pay money to, the Company.
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WALKERS
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Page 4
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| 1. |
The Certificate of Incorporation as issued on 9 August 2016, Certificate of Incorporation on Change of Name, Memorandum of Association, Bye-laws of the Company as adopted on 27
September 2019(together the “Memorandum and Bye-laws”), and Register of Directors and Officers, in each case of the Company, copies of which have been provided to us by its in Bermuda (together the “Company Records”).
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| 2. |
The public records of the Company on the Register of Companies, examined on 29 November 2024.
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| 3. |
A Certificate of Compliance dated 28 November 2024 issued by the Registrar of Companies for the Ministry of Finance in relation to the Company (the “Certificate
of Compliance”).
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| 4. |
A copy of executed written resolutions of the board of directors of the Company dated 29 November 2024 (the “Resolutions”).
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| 5. |
Copies of the following documents (the “Documents”):
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| (a) |
the Registration Statement on Form S-8, originally filed on 2 December 2024 by the Company with the United States Securities and Exchange Commission (“SEC”)
in respect of the registration of 12,638,327 shares, par value $0.10 each (“Common Shares”) that may be issued upon the exercise of share options granted pursuant to the Plan (the “Plan Shares”) under the United States Securities Act of 1933, as amended (the “Securities Act”) (the “Registration Statement”);
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| (b) |
a United States sub-plan to the Share Option Scheme which shall only apply to holders who are subject to U.S. federal income tax (the “US Sub-Plan”);
and
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| (c) |
the Company’s Share Option Scheme noted as approved by the board on 15 March 2017 as amended on 13 February 2024 (the “Plan”).
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