Wdesk | ProjectCWILI Form S-8 -- #7
As filed with the Securities and Exchange Commission on June 17, 2014
Registration No. 333-134425
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________________

POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
___________________________________________
Weatherford International public limited company
(Exact name of registrant as specified in its charter)
Ireland 
(State or other jurisdiction of
incorporation or organization)
 
98-0606750
(I.R.S. Employer
Identification Number)
Bahnhofstrasse 1
6340 Baar, Switzerland
(Address of Principal Executive Offices)
 
N/A
(Zip Code)

Weatherford International plc 2006 Omnibus Incentive Plan
(f/k/a Weatherford International Ltd. 2006 Omnibus Incentive)
(Full title of the plan)
___________________________________________

Alejandro Cestero
Weatherford International plc
Vice President, Co-General Counsel and Corporate Secretary
2000 St. James Place
Houston, Texas 77056
(713) 836-4000
(Name, address and telephone number, including area code, of agent for service)
___________________________________________

with copy to:

Jonathan B. Newton
Baker & McKenzie LLP
700 Louisiana, Suite 3000
Houston, Texas 77002
(713) 427-5000
___________________________________________

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer
 
x
  
Accelerated filer
 
o

 
 
 
 
Non-accelerated filer
 
o  (Do not check if a smaller reporting company)
  
Smaller reporting company
 
o







EXPLANATORY NOTE

This Post-Effective Amendment No. 2 to Registration Statement on Form S-8, Registration No. 333-134425 (as amended, this “Registration Statement”) is being filed pursuant to Rule 414 under the Securities Act of 1933, as amended (the “Securities Act”), by Weatherford International plc, a public limited company organized under the laws of Ireland (“Weatherford Ireland”), as the successor issuer to Weatherford International Ltd., a Swiss joint‑stock corporation (“Weatherford Switzerland”), to reflect a merger transaction whereby Weatherford Ireland became the new public holding company and the parent of the Weatherford group of companies (the “Merger”). The Merger was effected through a merger agreement between Weatherford Switzerland and Weatherford Ireland, dated as of April 2, 2014, pursuant to which each registered share of Weatherford Switzerland was cancelled as consideration for the allotment of one ordinary share of Weatherford Ireland (excluding shares held by, or for the benefit of, Weatherford Switzerland or any of its subsidiaries). In connection with the Merger, Weatherford Ireland assumed Weatherford Switzerland’s obligation to deliver shares under the Weatherford International plc 2006 Omnibus Incentive Plan (f/k/a Weatherford International Ltd. 2006 Omnibus Incentive) (the “Plan”). Consequently, ordinary shares of Weatherford Ireland will henceforth be issuable under the Plan in lieu of the registered shares of Weatherford Switzerland. Weatherford Ireland hereby expressly adopts the Registration Statement as its own registration statement for all purposes of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document(s) containing the employee benefit plan information required by Item 1 of Form S-8 and the statement of availability of registrant information and any other information required by Item 2 of Form S-8 will be sent or given to participants as specified by Rule 428 under the Securities Act. In accordance with Rule 428 and the requirements of Part I of Form S-8, such documents are not being filed with the United States Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. The registrant will maintain a file of such documents in accordance with the provisions of Rule 428. Upon request, the registrant will furnish to the Commission or its staff a copy of any or all of the documents included in such file.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference

The following documents, which Weatherford Switzerland or Weatherford Ireland has filed with the Commission pursuant to the Exchange Act, are incorporated in this Registration Statement by reference and shall be deemed to be a part hereof:

1.
Weatherford Switzerland’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, as filed with the Commission on February 25, 2014;
2.
Weatherford Switzerland’s Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2013, as filed with the Commission on April 16, 2014;
3.
Weatherford Switzerland’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, as filed with the Commission on April 29, 2014;
4.
Weatherford Switzerland’s Current Reports on Form 8-K (other than information furnished rather than filed and corresponding information furnished under Item 9.01 or included as an exhibit thereto) filed with the Commission on February 3, 2014, February 25, 2014, March 4, 2014, April 2, 2014, April 10, 2014, April 24, 2014 and June 17, 2014;
5.
Weatherford Ireland’s Current Report on Form 8-K, as filed with the Commission (other than information furnished rather than filed and corresponding information furnished under Item 9.01 or included as an exhibit thereto) on June 17, 2014; and
6.
The description of Weatherford Ireland’s Ordinary Shares contained in Item 8.01 of Weatherford Ireland’s Current Report on Form 8-K, as filed with the Commission on June 17, 2014.

Each document filed by Weatherford Ireland with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than information furnished rather than filed and corresponding information furnished under Item 9.01 of Form 8-K or included as an exhibit thereto), subsequent to the date of this Registration Statement and prior to the filing of any further post-effective amendment to this Registration Statement which indicates that all securities offered herby have been sold





or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

Any statement contained herein, in any amendment hereto or in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently-filed amendment to this Registration Statement or in any document that also is incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.     Description of Securities
    
Not applicable.

Item 5.    Interests of Named Experts and Counsel
    
Not applicable.

Item 6.    Indemnification of Directors and Officers

Weatherford Ireland’s memorandum and articles of association confer an indemnity on its directors and officers, which is limited by the Irish Companies Acts 1963-2013 (the “Irish Companies Acts”). The Irish Companies Acts prescribe that such an indemnity, in effect, only permits a company to pay the costs or discharge the liability of a director or the secretary in defending proceedings, whether civil or criminal, in which judgment is given in his or her favor or in which he or she is acquitted, or where an Irish court otherwise grants relief because the director or the secretary acted honestly and reasonably and ought fairly to be excused. This restriction in the Irish Companies Acts does not apply to executives who are not directors or the secretary of Weatherford Ireland. Any provision whereby an Irish company seeks to indemnify its directors or its secretary over and above this shall be void under Irish law, whether contained in its articles of association or any contract between the director and the Irish company.

Weatherford Ireland’s articles of association also contain indemnification and expense advancement provisions for persons who are not directors or the secretary of Weatherford Ireland.

Irish companies may take out directors and officers liability insurance as well as other types of insurance, for their directors and officers.

In addition, Weatherford Ireland and Weatherford International Ltd. (“Weatherford Bermuda”), a Bermuda exempted company and wholly owned, indirect subsidiary of Weatherford Ireland have entered (and/or, if required, any other subsidiary of Weatherford Ireland may enter) into indemnification agreements (or deed poll indemnities) with or as to each of Weatherford Ireland’s directors and certain officers as well as with individuals serving as directors, officers, employees, agents or fiduciaries of our subsidiaries or any other company, corporation, joint venture, trust, employee benefit plan or other entity or enterprise or by reason of anything done or not done by such person in any capacity providing for the indemnification of, and advancement of expenses to, these persons to the fullest extent permitted by law.

Under Irish law, a company may not exempt any director or the secretary from liability for negligence, default, breach of duty or breach of trust of which he or she may be guilty in relation to the company. However, where a breach of duty has been established, directors or the secretary may be statutorily exempted by an Irish court from personal liability for negligence or breach of duty if, among other things, the court determines that they have acted honestly and reasonably, and that they may fairly be excused as a result.

Item 7.    Exemption From Registration Claimed

Not applicable.






Item 8.    Exhibits

The following documents are filed as a part of this registration statement or incorporated by reference herein:
Exhibit Number
 
Description
 
 
 
4.1
 
Memorandum and Articles of Association of Weatherford International public limited company (incorporated by reference to Exhibit 3.1 to Weatherford International plc’s Current Report on Form 8-K filed on June 17, 2014).
4.2
 
Weatherford International plc 2006 Omnibus Incentive Plan (as Amended and Restated) (incorporated by reference to Exhibit 10.4 to Weatherford International plc’s Current Report on Form 8-K filed on June 17, 2014).
4.3
 
Form of Restricted Share Unit Award Agreement pursuant to Weatherford International plc 2006 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.5 to Weatherford International plc’s Current Report on Form 8-K filed on June 17, 2014).
5.1
 
Opinion of Matheson regarding the legality of securities being registered.
23.1
 
Consent of KPMG LLP.
23.2
 
Consent of Ernst & Young LLP.
23.3
 
Consent of Matheson (included in Exhibit 5.1).
24.1
 
Power of Attorney (included on the signature page to the Registration Statement).

Item 9.    Undertakings

(a)
The undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
to include any prospectus required by section 10(a)(3) of the Securities Act;
(ii)
to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
(iii)
to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act, each such post‑effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b)
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and





controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.






SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post‑Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas on June 17, 2014.
WEATHERFORD INTERNATIONAL PLC
By:
/s/Dr. Bernard J. Duroc-Danner
 
Dr. Bernard J. Duroc-Danner
 
President, Chief Executive Officer, Chairman of the Board
 
and Director (Principal Executive Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Dr. Bernard J. Duroc-Danner and Alejandro Cestero, and each of them (with full power to act alone), as his true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him in his name, place and stead, in any and all capacity, in connection with this registration statement, including to sign and file in the name and on behalf of the undersigned as director or officer of the registrant any and all amendments or supplements (including any and all stickers and post-effective amendments) to this registration statement, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission and any applicable securities exchange, securities self-regulatory body or other regulatory authority, granting unto said attorneys-in-fact and agents, and each of them (with full power to act alone), full power and authority to do and perform each and every act and things requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-8 has been signed by the following persons in the capacities indicated below on June 17, 2014.
Signature
 
Title
/s/Dr. Bernard J. Duroc-Danner
Dr. Bernard J. Duroc-Danner
 
President, Chief Executive Officer, Chairman of the Board and Director
(Principal Executive Officer)
/s/Krishna Shivram
Krishna Shivram
 
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
/s/Douglas M. Mills
Douglas M. Mills
 
Vice President and Chief Accounting Officer
(Principal Accounting Officer)
/s/David J. Butters
David J. Butters
 
Director
/s/John D. Gass
John D. Gass
 
Director
/s/Francis S. Kalman
Francis S. Kalman
 
Director
/s/William E. Macaulay
William E. Macaulay
 
Director
/s/Robert K. Moses, Jr.
Robert K. Moses, Jr.
 
Director
/s/Dr. Guillermo Ortiz
Dr. Guillermo Ortiz
 
Director
/s/Sir Emyr Jones Parry
Sir Emyr Jones Parry
 
Director
/s/Robert A. Rayne
Robert A. Rayne
 
Director
/s/Alejandro Cestero
Alejandro Cestero
 
Authorized U.S. Representative





EXHIBIT INDEX
 
 
 
Exhibit Number
 
Description
 
 
 
4.1
 
Memorandum and Articles of Association of Weatherford International public limited company (incorporated by reference to Exhibit 3.1 to Weatherford International plc’s Current Report on Form 8-K filed on June 17, 2014).
4.2
 
Weatherford International plc 2006 Omnibus Incentive Plan (as Amended and Restated) (incorporated by reference to Exhibit 10.4 to Weatherford International plc’s Current Report on Form 8-K filed on June 17, 2014).
4.3
 
Form of Restricted Share Unit Award Agreement pursuant to Weatherford International plc 2006 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.5 to Weatherford International plc’s Current Report on Form 8-K filed on June 17, 2014).
5.1
 
Opinion of Matheson regarding the legality of securities being registered.
23.1
 
Consent of KPMG LLP.
23.2
 
Consent of Ernst & Young LLP.
23.3
 
Consent of Matheson (included in exhibit 5.1).
24.1
 
Power of Attorney (included on the signature page to the Registration Statement).



Wdesk | Exhibit 5.1 - ProjectCWILI Matheson Opinion - #7
Exhibit 5.1

Weatherford International plc
Alpenstrasse 15
6300 Zug
Switzerland

Our Ref
Your Ref
17 June 2014
FBO 661725.4
 
 

Dear Sirs
Weatherford International plc, an Irish public company limited by shares
Post-Effective Amendment on Form S-8 (File No. 333-134425)

We have acted on behalf of Weatherford International plc, a public limited company incorporated under the laws of Ireland with company number 540406 (the “Company”) in connection with the post-effective amendment to the registration statement on Form S-8 (File No. 333-134425) (the “Post-Effective Amendment”) to be filed by the Company, pursuant to the Securities Act of 1933 of the United States of America, as amended (the “Securities Act”), with the Securities and Exchange Commission of the United States of America (the “SEC”) with respect to the Company’s ordinary shares (nominal value of US$0.001 per share) (the “Shares”) to be issued and delivered under the Weatherford International plc 2006 Omnibus Incentive Plan (the “Plan”).
1
Scope of appointment and basis of opinion
1.1
We have been requested by the Company to provide this opinion.
1.2
For the purpose of giving this opinion, we have examined:
(a)
the final form of the Post-Effective Amendment to be filed by the Company with the SEC;
(b)
a copy of the memorandum and articles of association of the Company, certified by the secretary of the Company as being true, complete and up-to-date;
(c)
copy minutes of a meeting of the board of directors’ of the Company held on 3 March 2014 and 6 June 2014, certified by the secretary to be a true and complete copy of those board minutes which have not since been amended or rescinded;





(d)
copy written resolutions of the shareholders of the Company dated 6 June 2014, certified by the secretary to be true and complete copies of those shareholders’ resolutions which have not since been amended or rescinded;
(e)
a certificate of the secretary of the Company (the “Certificate”); and
(f)
a facsimile copy of the results of searches made on 16 June 2014 at the Irish Companies Registration Office, in the Register of Winding Up Petitions at the Central Office of the High Court of Ireland and at the Judgments’ Office in the Central Office of the High Court of Ireland against the Company (together the “Searches”).
1.3
We have made no searches or enquiries concerning, and we have not examined any contracts, instruments or documents entered into by or affecting the Company or any other person, or any corporate records of the aforesaid, save for those searches, enquiries, contracts, instruments, documents or corporate records specified as being made or examined in this opinion.
1.4
We express no opinion and make no representation or warranty as to any matter of fact. Furthermore, we have not been responsible for the investigation or verification of the facts or the reasonableness of any assumption or statements of opinion contained or represented by the Company in the Post-Effective Amendment or the Plan nor have we attempted to determine whether any material facts have been omitted therefrom.
1.5
We have not investigated the laws of any country other than Ireland and this opinion is given only with respect to the laws of Ireland in effect at the date of this opinion. We have assumed, without enquiry, that there is nothing in the laws of any other jurisdiction which would or might affect the opinions as stated herein.
1.6
This opinion is to be construed in accordance with, and governed by, the laws of Ireland, and is given solely on the basis that any issues of interpretation or liability arising hereunder may only be brought before the Irish courts, which will have exclusive jurisdiction in respect of such matters.
1.7
This opinion is delivered in connection with the filing of the Post-Effective Amendment with the SEC and is strictly limited to the matters stated herein and does not extend to, and is not to be read as extending by implication to, any other matter. We hereby consent to the filing of this opinion as an exhibit to the Post-Effective Amendment and to the use of our name therein. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under section 7 of the Securities Act or the rules and regulations of the SEC promulgated thereunder. This opinion is furnished to you and the persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act for use in connection with the filing of the Post-Effective Amendment and is not to be use, circulated, quoted or otherwise referred to for any other purpose without our express written consent.
1.8
We assume no obligation to update the opinions set forth in this letter.
2
Assumptions
For the purpose of giving this opinion we have assumed:
(a)
the authenticity and completeness of all documents submitted to us as originals;
(b)
the completeness and conformity to originals of all documents supplied to us as certified, conformed or photostatic copies or received by us by facsimile or email transmission and the authenticity and completeness of the originals of such documents;
(c)
the genuineness of the signatures and seals on all original and copy documents which we have examined;

2


(d)
that the proceedings described in the copy minutes of the meeting of the board of directors of the Company referred to above and examined for the purposes of this opinion were conducted in the manner therein described, that the meeting was properly convened and constituted and that the resolutions referred to therein were duly passed and adopted and have not since been amended or rescinded;
(e)
that the written resolutions of the shareholders referred to above were duly passed and adopted and have not since been amended or rescinded;
(f)
that, at the time of the allotment of any Shares: (i) the Company will have a sufficient number of authorised but unissued Shares in its capital (at least equal to the number of Shares to be allotted and issued); (ii) the directors of the Company will have been generally and unconditionally authorised by ordinary resolution of the shareholders, in accordance with section 20 of the Companies (Amendment) Act 1983, as amended (the “1983 Act”), to allot a sufficient number of Shares (at least equal to the number of Shares to be allotted and issued); and (iii) if issued for cash consideration, such Shares will be allotted and issued in accordance with section 23(1) of the 1983 Act or the directors will have been empowered, by special resolution of the shareholders, passed in accordance with section 23 and section 24(1) of the 1983 Act, to allot and issue such Shares as of the said section 23(1) did not apply to such allotment and issue;
(g)
that, at the time of the allotment of any Shares, the Post-Effective Amendment will be effective and continue to be effective;
(h)
that any Shares allotted and issued in accordance with the Post-Effective Amendment will be paid-up in consideration of the receipt by the Company from the party to whom the Shares are to be issued, prior to, or simultaneously with the issue of such Shares, of cash and other consideration at least equal to the nominal value of such Shares and, to the extent that any of the consideration for such Shares is payable otherwise than in cash, that the provisions of sections 29 to 33 of the 1983 Act have been complied with;
(i)
that no Shares will be allotted and issued: (i) for consideration of an undertaking from an person that he or another will do work or perform services for the Company or for any other person; (ii) for consideration otherwise than in cash that includes an undertaking which is to be or may be performed more than five years after the date of allotment; or (iii) for other consideration which, from time to time, is not considered good or adequate consideration;
(j)
that no Shares will be allotted and issued other than pursuant to a resolution of the board of directors of the Company (or duly authorised committee thereof) that has been validly and sufficiently proposed and passed in accordance with the articles of association of the Company;
(k)
that the offering or sale (including the marketing) of any Shares will be made, effected and conducted in accordance with and will not violate: (i) the memorandum or articles of association, from time to time, of the Company; (ii) any applicable laws and regulations (including, without limitation, (A) the securities laws and regulations of any jurisdiction (including Ireland) or supra-national authority which impose any restrictions, or mandatory requirements, in relation to the offering or sale of any shares to the public in any jurisdiction (including Ireland) and any prospectus (or analogous disclosure document) prepared in connection therewith; and (B) the competition, anti-trust or merger control laws and regulations of any jurisdiction (including Ireland) or supra-national authority); and (iii) any requirement or restriction imposed by any court, governmental body or supra-national authority having jurisdiction over the Company or the members of its group;
(l)
that the Company has not given, nor shall it give, directly or indirectly, and whether by means of a loan, guarantee, the provision of security or otherwise, any financial assistance, as contemplated by section 60 of the Companies Act 1963, for the purpose of, or in connection with, the purchase or

3


subscription by any person of or for any Shares save as permitted by, or pursuant to an exemption to, the said section 60;
(m)
the accuracy and completeness as to factual matters of the representations and warranties of the Company contained in the Post-Effective Amendment and the accuracy of the Certificate;
(n)
that there are no agreements or arrangements in existence which in any way amend or vary or are inconsistent with the terms of the Post-Effective Amendment or the Plan or in any way bear upon, or are inconsistent with, the contents of this opinion;
(o)
that, in approving the filing by the Company of the Post-Effective Amendment, the directors of the Company have acted in a manner they consider, in good faith, to be in the best interests of the Company for its legitimate business purposes and would be most likely to promote the success of the Company for the benefit of its members as a whole;
(p)
that the information disclosed by the Searches was accurate at the date the Searches were made and has not been altered and that the Searches did not fail to disclose any information which had been delivered for registration but did not appear from the information available at the time the Searches were made or which ought to have been delivered for registration at that time but had not been so delivered and that no additional matters would have been disclosed by searches carried out since that time;
(q)
that: (i) the Company was, or will be, fully solvent (A) at the time of, and immediately after, the filing of the Post-Effective Amendment and (B) at the date hereof; (ii) the Company would not, as a consequence of doing any act or thing which the Post-Effective Amendment contemplates, permits or requires the Company to do, be insolvent; and (iii) no steps have been taken or, to the best of the knowledge, information and belief of the directors of the Company, are being taken to appoint a receiver, liquidator or an examiner over the Company or any part of its undertaking or assets, or to strike the Company off the Register of Companies or to otherwise dissolve or wind up the Company; and
(r)
the truth of all representations and information given to us in reply to any queries we have made which we have considered necessary for the purposes of giving this opinion.
3
Opinion
Based upon, and subject to, the foregoing and subject to the qualifications set out in this letter and any matter not disclosed to us, we are of the opinion that, so far as the laws of Ireland are concerned, upon the issuance of Shares in accordance with, and subject to any conditions contained in, the terms of the Plan (including any applicable duly authorised award agreement or other document accompanying the award, issuance or sale of any Shares), subject to receipt by the Company of the full consideration payable in respect thereof, such Shares will be legally issued, fully-paid and non-assessable (which term means that no shareholder shall be obliged to pay or contribute further amounts to the capital of the Company in connection with the issue of such shares).
4
Qualifications
The opinions set forth in this opinion letter are given subject to the following qualifications:
(a)
a search at the Companies Registration Office is not capable of revealing whether or not a winding up petition or a petition for the appointment of an examiner has been presented; and
(b)
a search at the Registry of Winding up Petitions at the Central Office of the High Court is not capable of revealing whether or not a receiver has been appointed.

4


Whilst each of the making of a winding up order, the making of an order for the appointment of an examiner and the appointment of a receiver may be revealed by a search at the Companies Registration Office it may not be filed at the Companies Registration Office immediately and, therefore, our searches at the Companies Registration Office may not have revealed such matters.
Yours faithfully


MATHESON


5
Wdesk | Exhibit 23.1 - ProjectCWILI KPMG Consent - #7


Exhibit 23.1

Consent of Independent Registered Public Accounting Firm


The Board of Directors
Weatherford International plc:

We consent to the incorporation by reference in the registration statement on Form S-8 of Weatherford International plc, successor issuer to Weatherford International Ltd., relating to the Weatherford International plc 2006 Omnibus Incentive Plan, of our reports dated February 25, 2014, with respect to the consolidated balance sheet of Weatherford International Ltd. as of December 31, 2013, and the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows for the year ended December 31, 2013, the related financial statement schedule, and the effectiveness of internal control over financial reporting as of December 31, 2013, which reports appear in the December 31, 2013 annual report on Form 10-K of Weatherford International Ltd.


/s/ KPMG LLP


Houston, Texas
June 17, 2014



Wdesk | Exhibit 23.2 - ProjectCWILI EY Consent - #7


Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-134425) pertaining to the Weatherford International plc 2006 Omnibus Incentive Plan, of our report dated March 4, 2013, with respect to the consolidated financial statements and schedule of Weatherford International Ltd. and Subsidiaries as of December 31, 2012 and for each of the two years in the period then ended, included in its Annual Report (Form 10-K) for the year ended December 31, 2013, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Houston, Texas
June 17, 2014