posasr
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As filed with the United States Securities and Exchange Commission on October 19, 2007.
Registration No. 333-142532
 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Post-Effective Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
Superior Energy Services, Inc.
For Co-Registrants, See “Table of Co-Registrants.”
(Exact name of each registrant as specified in its charter)
         
Delaware
(State or other jurisdiction of incorporation
or organization)
  1389
(Primary Standard Industrial Classification
Code Number)
  75-2379388
(I.R.S. Employer Identification Number)
1105 Peters Road
Harvey, Louisiana 70058
(504) 362-4321
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
 
     
Robert S. Taylor   Copy to:
Chief Financial Officer
Superior Energy Services, Inc.
1105 Peters Road
Harvey, Louisiana 70058
(504) 362-4321

(Name, address, including zip code, and telephone number,
including area code, of agent for service)
  William B. Masters
Scott D. Chenevert
Jones, Walker, Waechter,
Poitevent, Carrère & Denègre, L.L.P.
201 St. Charles Avenue, 51st Floor
New Orleans, Louisiana 70170
(504) 582-8278
Fax: (504) 589-8278
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this registration statement becomes effective.
 
     If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o
     If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. þ
     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
     If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. þ
     If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. þ
 
 

 


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TABLE OF CO-REGISTRANTS
     Each of the following subsidiaries of Superior Energy Services, Inc., and each other subsidiary that is or becomes a guarantor of the securities registered by Registration Statement No. 333-142532, is hereby deemed to be a registrant.
         
    JURISDICTION OF   I.R.S. EMPLOYER
    INCORPORATION OR   IDENTIFICATION
EXACT NAME OF ADDITIONAL REGISTRANTS*   FORMATION   NUMBER
 
       
SESI, L.L.C.
  Delaware   76-0664124
1105 Peters Road, L.L.C.
  Louisiana   76-0664198
Advanced Oilwell Services, Inc.
  Louisiana   72-1436239
Blowout Tools, Inc.
  Texas   76-0111962
Concentric Pipe and Tool Rentals, L.L.C.
  Louisiana   76-0664127
Connection Technology, L.L.C.
  Louisiana   76-0664128
CSI Technologies, LLC
  Texas   47-0946936
Drilling Logistics, L.L.C.
  Louisiana   76-0664199
Fastorq, L.L.C.
  Louisiana   76-0664133
H.B. Rentals, L.C.
  Louisiana   72-1307291
International Snubbing Services, L.L.C.
  Louisiana   76-0664134
Non-Magnetic Rental Tools, L.L.C.
  Louisiana   76-0664213
ProActive Compliance, L.L.C.
  Delaware   20-4803434
Production Management Industries, L.L.C.
  Louisiana   76-0664137
SE Finance LP
  Delaware   76-0668090
SEGEN LLC
  Delaware   72-1491885
SELIM LLC
  Delaware   72-1491884
SEMO, L.L.C.
  Louisiana   81-0583622
SEMSE, L.L.C.
  Louisiana   81-0583620
SPN Resources, LLC
  Louisiana   16-1671971
Stabil Drill Specialties, L.L.C.
  Louisiana   76-0664138
Sub-Surface Tools, L.L.C.
  Louisiana   76-0664195
Superior Canada Holding, Inc.
  Delaware   20-0833087
Superior Energy Services, L.L.C.
  Louisiana   76-0664196
Superior Inspection Services, Inc.
  Louisiana   72-1454991
Universal Fishing and Rental Tools, Inc.
  Louisiana   02-0634841
Warrior Energy Services Corporation
  Delaware   20-8009424
Wild Well Control, Inc.
  Texas   74-1873477
Workstrings, L.L.C.
  Louisiana   72-1340390
 
*   The address for each of the co-registrants is 1105 Peters Road, Harvey, Louisiana, 70058, telephone (504) 362-4321.
EXPLANATORY NOTE
     This Post Effective Amendment No. 1 to Registration Statement No. 333-142532 is being filed by Superior Energy Services, Inc. and the other co-registrants listed in the Table of Co-Registrants for the purpose of adding Advanced Oilwell Services, Inc. as a co-registrant due to its guarantee of the notes. No changes or additions are being made hereby to the base prospectus that already forms a part of the Registration Statement. Accordingly, the base prospectus has been omitted from this filing.

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PART II
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
ITEM 16. EXHIBITS
ITEM 17.
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
Exhibit Index
Opinion of Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P.
Consent of KPMG LLP.
Consent of Grant Thornton LLP
Consent of DeGolyer and MacNaughton


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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
     Not applicable.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
SESI, L.L.C.
     Section 18-108 of the Delaware Limited Liability Company Act empowers a Delaware limited liability company to indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever. Section 4.5 of SESI’s Limited Liability Agreement states:
     Indemnification of the Member. Except to the extent such indemnification may be prohibited by law, the Company, its receiver, or its trustee shall indemnify, hold harmless, and pay all judgments and claims against the Member relating to any liability or damage incurred or suffered by any person by reason of any act performed or omitted to be performed (but not constituting willful misconduct, an intentional violation of this Agreement or gross negligence) by the Member or its agents or employees in connection with the Company’s business, including reasonable attorney’s fees incurred by the Member in connection with the defense or any claim or action based on any such act or omission. Such liability or damage caused by the Member’s acts or omissions in connection with the business of the Company includes but is not limited to any reasonable attorney’s fees incurred by the Member in connection with the defense of any action based on such acts or omissions, which attorney’s fees may be paid as incurred.
SUPERIOR ENERGY SERVICES, INC.
     Our certificate of incorporation contains provisions eliminating the personal liability of our directors and stockholders for monetary damages for breaches of their fiduciary duties as directors to the fullest extent permitted by the Delaware General Corporation Law (the “DGCL”). By virtue of these provisions, under current Delaware law a director of the Company will not be personally liable for monetary damages for a breach of his or her fiduciary duty except for liability for (a) a breach of his or her duty of loyalty to the Company or to its stockholders, (b) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (c) dividends or stock repurchases or redemptions that are unlawful under Delaware law and (d) any transaction from which he or she receives an improper personal benefit. In addition, our certificate of incorporation provides that if Delaware law is amended to authorize the further elimination or limitation of the liability of a director, then the liability of the directors shall be eliminated or limited to the fullest extent permitted by Delaware law, as amended. These provisions pertain only to breaches of duty by directors as directors and not in any other corporate capacity, such as officers, and limit liability only for breaches of fiduciary duties under Delaware corporate law and not for violations of other laws such as the federal securities laws.
     Our certificate of incorporation also requires us to indemnify our directors, officers, employees and agents to the fullest extent permitted by the DGCL against certain expenses and costs, judgments, settlements and fines incurred in the defense of any claim, including any claim brought by or in the right of the Company, to which they were made parties by reason of being or having been directors, officers, employees and agents.
     Under Section 9 of our by-laws, we are required to defend and indemnify each person who is involved in any threatened or actual claim, action or proceeding by reason of the fact that such person is or was a director or officer or serving in a similar position with respect to another entity at our request if (a) the director or officer is successful in defending the claim on its merits or otherwise or (b) the director or officer meets the standard of conduct described in Section 9 of our by-laws. However, the director or officer is not entitled to indemnification if (i) the claim is brought by the director or officer against us or (ii) the claim is brought by the director or officer as a derivative action by us or in our right, and the action has not been authorized by our board of directors. The rights conferred by Section 9 of our by-laws are contractual rights and include the right to be paid expenses incurred in defending the action, suit or proceeding in advance of its final disposition.
     In addition, we have entered into an indemnity agreement with each of our directors and certain key executive officers, pursuant to which we have agreed under certain circumstances to purchase and maintain directors’ and officers’ liability insurance. The agreements also provide that we will indemnify the directors or officers, as applicable, against any costs and expenses, judgments, settlements and fines incurred in connection with any claim involving them by reason of their position as a director or officer, as applicable, that are in excess of the coverage provided by such insurance (provided that the director or officer meets certain standards of conduct). Under the indemnity agreements, we are not required to purchase and maintain directors’ and officers’ liability insurance if our board of directors unanimously determines in good faith that there is insufficient benefit to us from the insurance.

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ITEM 16. EXHIBITS
     
Number   Exhibit
 
   
4.1
  Indenture, dated as of December 12, 2006 by and among Superior Energy Services, Inc., SESI, L.L.C., the guarantors named therein and The Bank of New York Trust Company, N.A., as trustee, including form of 1.5% Senior Exchangeable Notes due 2026 (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 13, 2006).
 
   
4.2
  Registration Rights Agreement dated December 12, 2006 by and among Superior Energy Services, Inc., SESI, L.L.C., the guarantors named therein, Bear, Stearns & Co. Inc., Lehman Brothers Inc. and JPMorgan Securities Inc. (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on December 13, 2006).
 
   
4.3
  Specimen Stock Certificate (incorporated herein by reference to Amendment No. 1 to the Company’s Form S-4 on Form SB-2 (Registration Statement No. 33-94454)).
 
   
4.4
  Certificate of Incorporation of the Company (incorporated herein by reference to the Company’s Quarterly Report on Form 10-QSB for the quarter ended March 31, 1996).
 
   
4.5
  Certificate of Amendment to the Company’s Certificate of Incorporation (incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1999).
 
   
4.6
  Amended and Restated Bylaws of the Company (incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K filed on November 15, 2004).
 
   
*5.1
  Opinion of Jones, Walker, Waechter, Poitevent, Carrère & Denègre, L.L.P.
 
   
**8.1
  Opinion re tax matters.
 
   
**12.1
  Statement of Computation of Ratios.
 
   
*23.1
  Consent of KPMG LLP.
 
   
*23.2
  Consent of Grant Thornton LLP.
 
   
*23.3
  Consent of Jones, Walker, Waechter, Poitevent, Carrère & Denègre, L.L.P. (included in Exhibit 5.1).
 
   
*23.4
  Consent of DeGolyer and MacNaughton.
 
   
*24.1
  Power of Attorney (included in signature pages hereto).
 
   
**25.1
  Statement of Eligibility under the Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee of The Bank of New York Trust Company, N.A. (Form T-1).
 
*   Filed herewith.
 
**   Previously filed.
ITEM 17.
     (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;

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               (ii) To reflect in the prospectus any facts or events arising after the effective date of this 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 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 percent 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 paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the registration statement is on Form S-3 and 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, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of 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.
          (4) That, for the purpose of determining liability under the Securities Act to any purchaser:
               (i) each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
               (ii) each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
          (5) That, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
               (i) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;
               (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;
               (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and
               (iv) Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
     (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

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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.

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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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Harvey, State of Louisiana, on October 19, 2007.
         
  SUPERIOR ENERGY SERVICES, INC.
 
 
  By:   *    
    Terence E. Hall   
    Chief Executive Officer   
 
     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
         
Signature   Title   Date
 
       
*
 
Terence E. Hall
  Chairman of the Board and
Chief Executive Officer
and a Director
(Principal Executive Officer)
  October 19, 2007 
 
       
/s/ Robert S. Taylor
 
Robert S. Taylor
  Executive Vice President,
Chief Financial Officer and Treasurer
(Principal Financial Officer)
  October 19, 2007 
 
       
*
 
Enoch L. Dawkins
  Director    October 19, 2007
 
       
*
 
James M. Funk
  Director    October 19, 2007
 
       
*
 
Ernest E. Howard, III
  Director    October 19, 2007
 
       
*
 
Justin L. Sullivan
  Director    October 19, 2007
 
       
*
 
Richard A. Pattarozzi
  Director    October 19, 2007
 
       
*
 
Harold J. Bouillion
  Director    October 19, 2007
         
     
  * By:   /s/ Robert S. Taylor      
    Robert S. Taylor     
    Attorney-in-fact     

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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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Harvey, State of Louisiana, on October 19, 2007.
         
  SESI, LLC
 
 
  By:   SUPERIOR ENERGY SERVICES, INC.    
         
     
  By:   *    
    Terence E. Hall   
    Chief Executive Officer   
 
     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
         
Signature   Title   Date
 
       
*
 
Terence E. Hall
  Chairman of the Board and
Chief Executive Officer
and a Director
(Principal Executive Officer)
  October 19, 2007
 
       
/s/ Robert S. Taylor
 
Robert S. Taylor
  Executive Vice President,
Chief Financial Officer and Treasurer
(Principal Financial Officer)
  October 19, 2007
 
       
*
 
Enoch L. Dawkins
  Director    October 19, 2007
 
       
*
 
James M. Funk
  Director    October 19, 2007
 
       
*
 
Ernest E. Howard, III
  Director    October 19, 2007
 
       
*
 
Justin L. Sullivan
  Director    October 19, 2007
 
       
*
 
Richard A. Pattarozzi
  Director    October 19, 2007
 
       
*
 
Harold J. Bouillion
  Director    October 19, 2007
         
     
  * By:   /s/ Robert S. Taylor      
    Robert S. Taylor     
    Attorney-in-fact     
 

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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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Harvey, State of Louisiana, on October 19, 2007.
         
  SUPERIOR ENERGY SERVICES, L.L.C.
 
 
  By:   *    
    Terence E. Hall   
    Authorized Representative   
 
     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
         
Signature   Title   Date
 
       
*
  Director and President   October 19, 2007
         
Terence E. Hall
  (Principal Executive Officer)    
 
       
 
  Executive Vice President, Chief Financial    
/s/ Robert S. Taylor
  Officer, and Treasurer   October 19, 2007
         
Robert S. Taylor
  (Principal Financial Officer)    
         
     
  *  By:   /s/ Robert S. Taylor      
    Robert S. Taylor     
    Attorney-in-fact     

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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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Harvey, State of Louisiana, on October 19, 2007.
         
  1105 PETERS ROAD, L.L.C.
 
 
  By:   *    
    Terence E. Hall   
    Authorized Representative   
 
     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
         
Signature   Title   Date
 
       
*
  Director and President   October 19, 2007
         
Terence E. Hall
  (Principal Executive Officer)    
 
       
/s/ Robert S. Taylor
  Vice President and Treasurer   October 19, 2007
         
Robert S. Taylor
  (Principal Financial Officer)    
         
     
  *  By:   /s/ Robert S. Taylor      
    Robert S. Taylor     
    Attorney-in-fact     

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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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Harvey, State of Louisiana, on October 19, 2007.
         
  H.B. RENTALS, L.C.
 
 
  By:   *    
    Terence E. Hall   
    Authorized Representative   
 
     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
         
Signature   Title   Date
 
       
*
  Director and President   October 19, 2007
         
Terence E. Hall
  (Principal Executive Officer)    
 
       
/s/ Robert S. Taylor
  Treasurer   October 19, 2007
         
Robert S. Taylor
  (Principal Financial Officer)    
         
     
  *  By:   /s/ Robert S. Taylor      
    Robert S. Taylor     
    Attorney-in-fact     

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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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Harvey, State of Louisiana, on October 19, 2007.
         
  SPN RESOURCES, LLC
 
 
  By:   *    
    Terence E. Hall   
    Authorized Representative   
 
     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
         
Signature   Title   Date
 
       
*
  President   October 19, 2007
         
Greg Miller
  (Principal Executive Officer)    
 
       
/s/ Robert S. Taylor
  Vice President and Treasurer   October 19, 2007
         
Robert S. Taylor
  (Principal Financial Officer)    
 
       
*
  Director   October 19, 2007
         
Terence E. Hall
       
         
     
  *  By:   /s/ Robert S. Taylor      
    Robert S. Taylor     
    Attorney-in-fact     

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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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Harvey, State of Louisiana, on October 19, 2007.
         
  SEMO, L.L.C.
SEMSE, L.L.C.
 
 
  By:   *    
    Terence E. Hall   
    Authorized Representative   
 
     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
         
Signature   Title   Date
 
       
*
  Director and President   October 19, 2007
         
Terence E. Hall
  (Principal Executive Officer)    
 
       
/s/ Robert S. Taylor
  Vice President and Treasurer   October 19, 2007
         
Robert S. Taylor
  (Principal Financial Officer)    
         
     
  *  By:   /s/ Robert S. Taylor      
    Robert S. Taylor     
    Attorney-in-fact     

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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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Harvey, State of Louisiana, on October 19, 2007.
         
  STABIL DRILL SPECIALTIES, L.L.C.
NON-MAGNETIC RENTAL TOOLS, L.L.C.
 
 
  By:   *    
    Terence E. Hall   
    Authorized Representative   
 
     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
         
Signature   Title   Date
 
       
*
  President   October 19, 2007
         
Sammy Joe Russo
  (Principal Executive Officer)    
 
       
/s/ Robert S. Taylor
  Vice President and Treasurer   October 19, 2007
         
Robert S. Taylor
  (Principal Financial Officer)    
 
       
*
  Director   October 19, 2007
         
Terence E. Hall
       
         
     
  *  By:   /s/ Robert S. Taylor      
    Robert S. Taylor     
    Attorney-in-fact     

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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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Harvey, State of Louisiana, on October 19, 2007.
         
  SUB-SURFACE TOOLS, L.L.C.
 
 
  By:   *    
    Terence E. Hall   
    Authorized Representative   
 
     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
         
Signature   Title   Date
 
       
*
  President   October 19, 2007
         
Kay S. Vinson
  (Principal Executive Officer)    
 
       
/s/ Robert S. Taylor
  Vice President and Treasurer   October 19, 2007
         
Robert S. Taylor
  (Principal Financial Officer)    
 
       
*
  Director   October 19, 2007
         
Terence E. Hall
       
         
     
  *  By:   /s/ Robert S. Taylor      
    Robert S. Taylor     
    Attorney-in-fact     

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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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Harvey, State of Louisiana, on October 19, 2007.
         
  PRODUCTION MANAGEMENT INDUSTRIES, L.L.C.
 
 
  By:   *    
    Terence E. Hall   
    Authorized Representative   
 
     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
         
Signature   Title   Date
 
       
*
  (Principal Executive Officer)   October 19, 2007
         
Pat Bernard
       
 
       
/s/ Robert S. Taylor
  Vice President and Treasurer   October 19, 2007
         
Robert S. Taylor
  (Principal Financial Officer)    
 
       
*
  Director   October 19, 2007
         
Terence E. Hall
       
         
     
  *  By:   /s/ Robert S. Taylor      
    Robert S. Taylor     
    Attorney-in-fact     

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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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Harvey, State of Louisiana, on October 19, 2007.
         
  INTERNATIONAL SNUBBING
SERVICES, L.L.C.
 
 
  By:   *    
    Terence E. Hall   
    Authorized Representative   
 
     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
         
Signature   Title   Date
 
       
*
 
Jack Hardy
  President
(Principal Executive Officer)
  October 19, 2007
 
       
/s/ Robert S. Taylor
 
Robert S. Taylor
  Vice President and Treasurer
(Principal Financial Officer)
  October 19, 2007
 
       
*
 
Terence E. Hall
  Director    October 19, 2007
         
 
* By:   /s/ Robert S. Taylor    
    Robert S. Taylor     
    Attorney-in-fact     
     

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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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Harvey, State of Louisiana, on October 19, 2007.
         
  CONCENTRIC PIPE AND TOOL RENTALS, L.L.C.
 
 
  By:   *    
    Terence E. Hall   
    Authorized Representative   
 
     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
         
Signature   Title   Date
 
       
*
 
David Wilson
  President
(Principal Executive Officer)
  October 19, 2007
 
       
/s/ Robert S. Taylor
 
Robert S. Taylor
  Vice President and Treasurer
(Principal Financial Officer)
  October 19, 2007
 
       
*
 
Terence E. Hall
  Director    October 19, 2007
         
 
  * By:   /s/ Robert S. Taylor      
    Robert S. Taylor     
    Attorney-in-fact     
     

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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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Harvey, State of Louisiana, on October 19, 2007.
         
  FASTORQ, L.L.C.
 
 
  By:   *    
    Terence E. Hall   
    Authorized Representative   
 
     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
         
Signature   Title   Date
 
       
*
 
Phillip Jaudon
  President
(Principal Executive Officer)
  October 19, 2007
 
       
/s/ Robert S. Taylor
 
Robert S. Taylor
  Vice President and Treasurer
(Principal Financial Officer)
  October 19, 2007 
 
       
*
 
Terence E. Hall
  Director    October 19, 2007
         
 
  * By:   /s/ Robert S. Taylor      
    Robert S. Taylor     
    Attorney-in-fact     
     

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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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Harvey, State of Louisiana, on October 19, 2007.
         
  CONNECTION TECHNOLOGY, L.L.C.
 
 
  By:   *    
    Terence E. Hall   
    Authorized Representative   
 
     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
         
Signature   Title   Date
 
       
*
 
Terence E. Hall
  Director and President
(Principal Executive Officer)
  October 19, 2007
 
       
/s/ Robert S. Taylor
 
Robert S. Taylor
  Vice President and Treasurer
(Principal Financial Officer)
  October 19, 2007
         
 
  * By:   /s/ Robert S. Taylor      
    Robert S. Taylor     
    Attorney-in-fact     
     

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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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Harvey, State of Louisiana, on October 19, 2007.
         
  PROACTIVE COMPLIANCE, L.L.C.
 
 
  By:   *    
    Terence E. Hall   
    Authorized Representative   
 
     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
         
Signature   Title   Date
 
       
*
 
Pat Bernard
  President
(Principal Executive Officer)
  October 19, 2007
 
       
/s/ Robert S. Taylor
 
Robert S. Taylor
  Vice President and Treasurer
(Principal Financial Officer)
  October 19, 2007
 
       
*
 
Terence E. Hall
  Director    October 19, 2007
         
 
  * By:   /s/ Robert S. Taylor      
    Robert S. Taylor     
    Attorney-in-fact     
     

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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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Harvey, State of Louisiana, on October 19, 2007.
         
  DRILLING LOGISTICS, L.L.C.
 
 
  By:   *    
    Terence E. Hall   
    Authorized Representative   
 
     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
         
Signature   Title   Date
 
       
*
 
Ashley M. Lane
  President
(Principal Executive Officer)
  October 19, 2007
 
       
/s/ Robert S. Taylor
 
Robert S. Taylor
  Vice President and Treasurer
(Principal Financial Officer)
  October 19, 2007
 
       
*
 
Terence E. Hall
  Director    October 19, 2007
         
 
  * By:   /s/ Robert S. Taylor      
    Robert S. Taylor     
    Attorney-in-fact     
     

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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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Harvey, State of Louisiana, on October 19, 2007.
         
  SELIM LLC
SEGEN LLC
 
 
  By:   *    
    Terence E. Hall   
    Authorized Representative   
 
     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
         
Signature   Title   Date
 
       
*
 
Terence E. Hall
  Manager    October 19, 2007
 
       
/s/ Robert S. Taylor
 
Robert S. Taylor
  Manager    October 19, 2007
         
 
  * By:   /s/ Robert S. Taylor      
    Robert S. Taylor     
    Attorney-in-fact     
 
     

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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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Harvey, State of Louisiana, on October 19, 2007.
         
  SE FINANCE LP 

 
  By:   SEGEN LLC,
Its general partner  
 
     
  By:   *    
    Terence E. Hall   
    Authorized Representative   
 
     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
         
Signature   Title   Date
 
       
*
 
Terence E. Hall
  Manager    October 19, 2007
 
       
/s/ Robert S. Taylor
 
Robert S. Taylor
  Manager    October 19, 2007
         
 
  * By:   /s/ Robert S. Taylor      
    Robert S. Taylor     
    Attorney-in-fact     
 
     

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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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Harvey, State of Louisiana, on October 19, 2007.
         
  WILD WELL CONTROL, INC.
 
 
  By:   *    
    Terence E. Hall   
    Authorized Representative   
 
     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
         
Signature   Title   Date
 
       
*
 
Patrick J. Campbell
  President and Chief Executive Officer
(Principal Executive Officer)
  October 19, 2007
 
       
/s/ Robert S. Taylor
 
Robert S. Taylor
  Vice President and Treasurer
(Principal Financial Officer)
  October 19, 2007
 
       
*
 
Terence E. Hall
  Director    October 19, 2007
 
       
         
     
* By:   /s/ Robert S. Taylor      
  Robert S. Taylor     
  Attorney-in-fact     

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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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Harvey, State of Louisiana, on October 19, 2007.
         
  BLOWOUT TOOLS, INC.
 
 
  By:   *    
    Terence E. Hall   
    Authorized Representative   
 
     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
         
Signature   Title   Date
 
       
*
 
Patrick J. Campbell
  President
(Principal Executive Officer)
  October 19, 2007
 
       
/s/ Robert S. Taylor
 
Robert S. Taylor
  Vice President and Treasurer
(Principal Financial Officer)
  October 19, 2007
 
       
*
 
Terence E. Hall
  Director    October 19, 2007
 
       
         
     
* By:   /s/ Robert S. Taylor      
  Robert S. Taylor     
  Attorney-in-fact     

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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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Harvey, State of Louisiana, on October 19, 2007.
         
  WORKSTRINGS, L.L.C.
SUPERIOR INSPECTION SERVICES, INC.
UNIVERSAL FISHING AND RENTAL TOOLS, INC.
 
 
  By:   *    
    Terence E. Hall   
    Authorized Representative   
 
     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
         
Signature   Title   Date
 
       
*
 
Gregory D. Elliott
  President
(Principal Executive Officer)
  October 19, 2007
 
       
/s/ Robert S. Taylor
 
Robert S. Taylor
  Vice President and Treasurer
(Principal Financial Officer)
  October 19, 2007
 
       
*
 
Terence E. Hall
  Director    October 19, 2007
 
       
         
     
* By:   /s/ Robert S. Taylor      
  Robert S. Taylor     
  Attorney-in-fact     

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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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Harvey, State of Louisiana, on October 19, 2007.
         
  SUPERIOR CANADA HOLDING, INC.
 
 
  By:   *    
    Terence E. Hall   
    Authorized Representative   
 
     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
         
Signature   Title   Date
 
       
*
 
Terence E. Hall
  Director and President
(Principal Executive Officer)
  October 19, 2007
 
       
/s/ Robert S. Taylor
 
Robert S. Taylor
  Treasurer and Secretary
(Principal Financial Officer)
  October 19, 2007
 
       
         
     
* By:   /s/ Robert S. Taylor      
  Robert S. Taylor     
  Attorney-in-fact     

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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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Harvey, State of Louisiana, on October 19, 2007.
         
  CSI TECHNOLOGIES, LLC
 
 
  By:   *    
    Terence E. Hall   
    Authorized Representative   
 
     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
         
Signature   Title   Date
 
       
*
 
Fred L. Sabins
  President
(Principal Executive Officer)
  October 19, 2007
 
       
/s/ Robert S. Taylor
 
Robert S. Taylor
  Vice President and Treasurer
(Principal Financial Officer)
  October 19, 2007
 
       
*
 
Terence E. Hall
  Director    October 19, 2007
 
       
         
     
* By:   /s/ Robert S. Taylor      
  Robert S. Taylor     
  Attorney-in-fact     

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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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Harvey, State of Louisiana, on October 19, 2007.
         
  WARRIOR ENERGY SERVICES CORPORATION
 
 
  By:   *    
    Terence E. Hall   
    Authorized Representative   
 
     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
         
Signature   Title   Date
 
       
*
 
William L. Jenkins
  Chief Executive Officer and President
(Principal Executive Officer)
  October 19, 2007
 
       
/s/ Robert S. Taylor
 
Robert S. Taylor
  Vice President and Treasurer
(Principal Financial Officer)
  October 19, 2007
 
       
*
 
Terence E. Hall
  Director    October 19, 2007
 
       
         
     
* By:   /s/ Robert S. Taylor      
  Robert S. Taylor     
  Attorney-in-fact     

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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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Harvey, State of Louisiana, on October 19, 2007.
         
  ADVANCED OILWELL SERVICES, INC.
 
 
  By:   /s/ Terence E. Hall    
    Terence E. Hall   
    Authorized Representative   
 
POWER OF ATTORNEY
     Each person whose signature to this registration statement appears below hereby appoints Terence E. Hall or Robert S. Taylor as his attorney-in-fact, with full power of substitution, to sign on his behalf, individually and in the capacity stated below, and to file (i) any and all additional amendments and post-effective amendments to the Registration Statement and (ii) any registration statement relating to the same offering pursuant to Rule 462(b) under the Securities Act of 1933 which amendments or registration statements may make such changes and additions as such attorney-in-fact may deem necessary or appropriate.
     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
         
Signature   Title   Date
 
       
/s/ Jerry W. McConnell
 
Jerry W. McConnell
  President
(Principal Executive Officer)
  October 19, 2007
 
       
/s/ Robert S. Taylor
 
Robert S. Taylor
  Vice President and Treasurer
(Principal Financial Officer)
  October 19, 2007
 
       
/s/ Terence E. Hall
 
Terence E. Hall
  Director    October 19, 2007
 
       

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Table of Contents
Exhibit Index
     
Number   Exhibit
 
   
4.1
  Indenture, dated as of December 12, 2006 by and among Superior Energy Services, Inc., SESI, L.L.C., the guarantors named therein and The Bank of New York Trust Company, N.A., as trustee, including form of 1.5% Senior Exchangeable Notes due 2026 (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 13, 2006).
 
   
4.2
  Registration Rights Agreement dated December 12, 2006 by and among Superior Energy Services, Inc., SESI, L.L.C., the guarantors named therein, Bear, Stearns & Co. Inc., Lehman Brothers Inc. and JPMorgan Securities Inc. (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on December 13, 2006).
 
   
4.3
  Specimen Stock Certificate (incorporated herein by reference to Amendment No. 1 to the Company’s Form S-4 on Form SB-2 (Registration Statement No. 33-94454)).
 
   
4.4
  Certificate of Incorporation of the Company (incorporated herein by reference to the Company’s Quarterly Report on Form 10-QSB for the quarter ended March 31, 1996).
 
   
4.5
  Certificate of Amendment to the Company’s Certificate of Incorporation (incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1999).
 
   
4.6
  Amended and Restated Bylaws of the Company (incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K filed on November 15, 2004).
 
   
*5.1
  Opinion of Jones, Walker, Waechter, Poitevent, Carrère & Denègre, L.L.P.
 
   
**8.1
  Opinion re tax matters.
 
   
**12.1
  Statement of Computation of Ratios.
 
   
*23.1
  Consent of KPMG LLP.
 
   
*23.2
  Consent of Grant Thornton LLP.
 
   
*23.3
  Consent of Jones, Walker, Waechter, Poitevent, Carrère & Denègre, L.L.P. (included in Exhibit 5.1).
 
   
*23.4
  Consent of DeGolyer and MacNaughton.
 
   
*24.1
  Power of Attorney (included in signature pages hereto).
 
   
**25.1
  Statement of Eligibility under the Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee of The Bank of New York Trust Company, N.A. (Form T-1).
 
*   Filed herewith.
 
**   Previously filed.

 

exv5w1
 

Exhibit 5.1
October 19, 2007
SESI, L.L.C.
1105 Peters Road
Harvey, Louisiana 70058
          Re:     Post Effective Amendment No. 1 to Registration Statement 333-142532
Ladies and Gentlemen:
     We have acted as your counsel in connection with the preparation of Post Effective Amendment No. 1 (the “Amendment”) to Registration Statement No. 333-142532 (the “Registration Statement”) filed by Superior Energy Services, Inc. (“Parent”), SESI, L.L.C. (the “Company”) and the other registrants named therein, with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, for the purpose of adding Advanced Oilwell Services, Inc., a wholly-owned subsidiary of the Company (“AOS”), as a co-registrant thereunder in connection with the guarantee by AOS of the Company’s 1.50% Senior Exchangeable Notes due 2026 (the “Notes”).
     The Notes were issued under an Indenture (the “Indenture”) dated as of December 12, 2006 among the Company, Parent, the other guarantors named therein and the Bank of New York Trust Company, N.A., as trustee (the “Trustee”). The Company, Parent, AOS, the other guarantors named therein and the Trustee entered into a Supplemental Indenture (the “Supplemental Indenture”) dated as of September 13, 2007 to amend the Indenture to add AOS as a Subsidiary Guarantor (as defined in the Indenture) with respect to the Notes.
     In so acting, we have examined originals, or photostatic or certified copies of the Amendment, the Registration Statement, the Indenture, the Supplemental Indenture, the Notes and such records of the Company and AOS, and such other documents as we have deemed relevant. In connection with this opinion, we have assumed that the Amendment, and any subsequent amendments to the Registration Statement (including post-effective amendments), will have become effective and the Notes were issued and sold in compliance with applicable federal and state securities laws.
     For purposes of expressing the opinion hereinafter set forth, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such documents.
     Based upon the foregoing, and subject to the qualifications stated herein, we are of the opinion that the guarantee of AOS is the valid, legal and binding obligation of AOS, subject to (1) bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium and other similar laws of general application affecting the rights and remedies of creditors generally and (2) general principles of equity, regardless of whether applied in a proceeding in equity or at law.
     The opinions expressed above are limited in all respects to the present laws of the State of Louisiana, the State of Texas, the State of New York, the General Corporation Law of the State of Delaware and present federal laws. We express no opinion as to the laws of any other jurisdiction.
     We consent to the filing of this opinion as an exhibit to the Amendment. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the general rules and regulations of the Commission promulgated thereunder.
         
  Very truly yours,
 
 
  /s/ JONES, WALKER, WAECHTER, POITEVENT, CARRÈRE & DENÈGRE, L.L.P.
 
 
  JONES, WALKER, WAECHTER, POITEVENT, CARRÈRE & DENÈGRE, L.L.P.   
     

 

exv23w1
 

         
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Superior Energy Services, Inc.
We consent to the use of our reports dated February 28, 2007, with respect to the consolidated balance sheets of Superior Energy Services, Inc. as of December 31, 2006 and 2005, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2006, management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2006 and the effectiveness of internal control over financial reporting incorporated herein by reference.
Our report for the year ended December 31, 2006 refers to a change in the method of accounting for share-based payments.
         
  /s/ KPMG LLP
 
 
  New Orleans, Louisiana
October 18, 2007 
 
     
     

 

exv23w2
 

         
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our report dated March 29, 2006 accompanying the financial statements of Warrior Energy Services Corporation appearing in the Annual Report on Form 10-K for the year ended December 31, 2005 which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference in the Registration Statement of the aforementioned report.
         
  /s/ GRANT THORNTON LLP
 
 
  Houston, Texas
October 19, 2007 
 
     
     

 

exv23w4
 

         
Exhibit 23.4
DeGolyer and MacNaughton
5001 Spring Valley Road
Suite 800 East
Dallas, Texas 75244
October 18, 2007
Superior Energy Services, Inc.
1105 Peters Road
Harvey, LA 70058
Ladies and Gentlemen;
          We hereby consent to the references to DeGolyer and MacNaughton and to the inclusion of our estimates of reserves in Superior Energy Services, Inc.’s (the Company) Registration Statement on Form S-3 (the Registration Statement) to be filed with the United States Securities and Exchange Commission in October 2007, and to the inclusion by reference of the Company’s Annual Report on Form 10-K for the year ended December 31, 2006, in the Registration Statement. Our estimates of the oil, condensate, and natural gas reserves of certain properties owned by the Company are contained in our report entitled “Appraisal Report as of December 31, 2006 on Certain Properties owned by SPN Resources, LLC.” SPN Resources, LLC is a wholly owned subsidiary of the Company. We further consent to the specific references to DeGolyer and MacNaughton as the independent petroleum engineering firm in the “Experts” section of the Registration Statement.
         
  Very truly yours,
 
 
  /s/ DeGOLYER and MacNAUGHTON
 
 
  DeGOLYER and MacNAUGHTON