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Exhibit 5.1

 

7 July 2025

Matter No.: 1006822

+1 441 299 4954

Marcello.Ausenda@conyers.com

Borr Drilling Limited

S.E. Pearman Building

2^nd floor, 9 Par-la-Ville Road

Hamilton HM 11

Bermuda

Dear Sir/Madam

Re:

Borr Drilling Limited (the “Company”)

We have acted as special Bermuda counsel to the Company in connection with a registration statement on Form F-3 (Registration No. 333-286490) filed with the U.S. Securities and Exchange Commission (the “Commission”) on 11 April 2025 and the prospectus filed with the Commission on 11 April 2025, as supplemented by a preliminary prospectus supplement (the “Preliminary Prospectus Supplement”) filed with the Commission on 2 July 2025 and a final prospectus supplement (the “Prospectus Supplement”) filed with the Commission on 7 July 2025 (collectively, 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 the issuance and sale to the Underwriters (as defined below) of 50,000,000 common shares of par value US$0.10 per share in the share capital of the Company, of which 30,000,000 common shares are expected to be delivered on July 7, 2025 (the “First Time of Delivery Common Shares”), pursuant to an underwriting agreement dated 3 July 2025 (the “Agreement”) among the Company and DNB Markets, Inc., as representative of the several underwriters named in Schedule I thereto (together, the “Underwriters”).

For the purposes of giving this opinion, we have examined a copy of the Registration Statement. We have also reviewed:

1.1.

a copy of the Agreement;

1.2.

copies of the memorandum of association and the bye-laws of the Company (together, the “Constitutional Documents”), each certified by the Secretary of the Company on 7 July 2025;

1.3.

a Certificate of Compliance under the Companies Act 1981, as amended (the “Companies Act 1981”) issued by the Bermuda Registrar of Companies in respect of the Company dated 4 July 2025;

1.4.

a copy of the minutes of a meeting of the Company’s directors held on 2 July 2025 certified by the Secretary of the Company on 7 July 2025 (the “Board Resolutions”);

1.5.

a copy of unanimous written resolutions of the Pricing Committee of the Company adopted on 3 July 2025 certified by the Secretary of the Company on 7 July 2025 (the “Pricing Committee Resolutions”, and together with the Board Resolutions, the “Resolutions”);

1.6.

a copy of the register of members of the Company certified by the Secretary of the Company as at 7 July 2025; and

1.7.

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 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;

2.6.

that the Company’s shares will be listed on an appointed stock exchange, as defined in the Companies Act 1981, and the consent to the issue and free transfer of the Company’s securities given by the Bermuda Monetary Authority as of 13 June 2025 will not have been revoked or amended at the time of issuance of any First Time of Delivery Common Shares; and

2.7.

the capacity, power and authority of all parties other than the Company to enter into and perform their obligations under any and all documents entered into by such parties in connection with the First Time of Delivery Common Shares, and the due execution and delivery thereof by each party thereto.

3.1.

will be subject to the laws from time to time in effect relating to bankruptcy, insolvency, liquidation, possessory liens, rights of set off, reorganisation, amalgamation, merger, consolidation, moratorium, bribery, corruption, money laundering, terrorist financing, proliferation financing or any other laws or legal procedures, whether of a similar nature or otherwise, generally affecting the rights of creditors as well as applicable international sanctions;

(b)

will be subject to statutory limitation of the time within which proceedings may be brought;

will be subject to general principles of equity and, as such, specific performance and injunctive relief, being equitable remedies, may not be available;

may not be given effect to by a Bermuda court if and to the extent they constitute the payment of an amount which is in the nature of a penalty; and

may not be given effect by a Bermuda court to the extent that they are to be performed in a jurisdiction outside Bermuda and such performance would be illegal under the laws of that jurisdiction. Notwithstanding any contractual submission to the exclusive or non-exclusive jurisdiction of specific courts, a Bermuda court has inherent discretion to stay or allow proceedings in the Bermuda courts.