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Angiotech Pharmaceuticals Inc, et al. – ‘F-10’ on 10/24/06 – EX-5.3

On:  Tuesday, 10/24/06, at 9:50pm ET   ·   As of:  10/25/06   ·   Accession #:  1193125-6-214006   ·   File #s:  333-138185, -01, -02, -03, -04, -05, -06, -07, -08, -09, -10, -11, -12, -13, -14, -15, -16, -17, -18, -19, -20, -21, -22, -23, -24, -25, -26, -27, -28, -29, -30, -31, -32, -33, -34

Previous ‘F-10’:  ‘F-10/A’ on 9/25/03   ·   Next:  ‘F-10/A’ on 12/13/06   ·   Latest:  ‘F-10/A’ on 4/2/07

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/25/06  Angiotech Pharmaceuticals Inc     F-10                  67:7.8M                                   RR Donnelley/FA
          Angiotech Capital, LLC
          Angiotech Pharmaceuticals (US), Inc.
          3091798 Nova Scotia Co
          3091797 Nova Scotia Co
          B.G. Sulzle, Inc.
          Crimson Cardinal Capital, Inc.
          Manan Medical Products, Inc.
          NeuColl, Inc.
          3129539 Nova Scotia Co
          3129540 Nova Scotia Co
          3129541 Nova Scotia Co
          3132933 Nova Scotia Co
          3132935 Nova Scotia Co
          0741693 B.C. Ltd.
          0761717 B.C. Ltd.
          3091796 Nova Scotia Co
          3091799 Nova Scotia Co
          3129537 Nova Scotia Co
          3129538 Nova Scotia Co
          3132934 Nova Scotia Co
          3132936 Nova Scotia Co
          Afmedica, Inc.
          American Medical Instruments Holdings, Inc.
          American Medical Instruments, Inc.
          Angiotech BioCoatings Corp.
          Angiotech International Holdings, Corp.
          Angiotech Investment Partnership
          Medical Device Technologies, Inc.
          Point Technologies, Inc.
          Quill Medical, Inc.
          Surgical Specialties Corp.
          Surgical Specialties Puerto Rico, Inc.
          Surgical Specialties UK Holdings Ltd
          Tercentenary Holdings, Corp.

Registration Statement of a Foreign Private Issuer (Not Effective Immediately)   —   Form F-10
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: F-10        Registration Statement of a Foreign Private Issuer  HTML   1.14M 
                          (Not Effective Immediately)                            
 2: EX-3.1      Articles of Angiotech Pharmaceuticals, Inc.         HTML    331K 
11: EX-3.10     Memorandum and Articles of Association              HTML    195K 
12: EX-3.11     Memorandum and Articles of Association              HTML    180K 
13: EX-3.12     Memorandum and Articles of Association              HTML    180K 
14: EX-3.13     Memorandum and Articles of Association              HTML    180K 
15: EX-3.14     Memorandum and Articles of Association              HTML    180K 
16: EX-3.15     Order of Amalgamation                               HTML    201K 
17: EX-3.16     Partnership Agreement                               HTML    184K 
18: EX-3.17     Order of Amalgamation                               HTML    200K 
19: EX-3.18     Certificate of Merger of Afmedica, Inc.             HTML     38K 
20: EX-3.19     Bylaws of Afmedica, Inc.                            HTML    127K 
 3: EX-3.2      Articles of 0741693 B.C. Ltd.                       HTML    252K 
21: EX-3.20     Certificate of Incorporation                        HTML     41K 
22: EX-3.21     Amended and Restated Bylaws                         HTML     65K 
23: EX-3.22     Certificate of Incorporation                        HTML     40K 
24: EX-3.23     Bylaws of American Medical Instruments, Inc.        HTML     60K 
25: EX-3.24     Certificate of Incorporation                        HTML     95K 
26: EX-3.25     Bylaws of Angiotech Biocoatings Corp.               HTML     52K 
27: EX-3.26     Articles of Organization                            HTML     32K 
28: EX-3.27     Operating Agreement                                 HTML     62K 
29: EX-3.28     Amended and Restated Articles of Incorporation      HTML     45K 
30: EX-3.29     Bylaws of Angiotech Pharmaceuticals (Us), Inc.      HTML     62K 
 4: EX-3.3      Articles of 0761717 B.C. Ltd.                       HTML    283K 
31: EX-3.30     Certificate of Incorporation                        HTML     42K 
32: EX-3.31     Bylaws of B.G. Sulzle, Inc.                         HTML     59K 
33: EX-3.32     Articles of Organization                            HTML     43K 
34: EX-3.33     Operating Agreement                                 HTML    118K 
35: EX-3.34     Certificate of Incorporation                        HTML     42K 
36: EX-3.35     Bylaws of Manan Medical Products, Inc.              HTML     60K 
37: EX-3.36     Certificate of Incorporation                        HTML     40K 
38: EX-3.37     Bylaws of Medical Device Technologies, Inc.         HTML     59K 
39: EX-3.38     Certificate of Merger                               HTML     38K 
40: EX-3.39     Bylaws of of Neucoll, Inc.                          HTML     64K 
 5: EX-3.4      Memorandum and Articles of Association              HTML    180K 
41: EX-3.40     Articles of Incorporation                           HTML     36K 
42: EX-3.41     Bylaws of Point Technologies, Inc.                  HTML     50K 
43: EX-3.42     Certificate of Incorporation                        HTML     42K 
44: EX-3.43     Bylaws of Surgical Specialties Corporation          HTML     60K 
45: EX-3.44     Certificate of Incorporation                        HTML     59K 
46: EX-3.45     Bylaws of Quill Medical, Inc.                       HTML    120K 
47: EX-3.46     Certificate of Incorporation                        HTML     43K 
48: EX-3.47     Amended and Restated Bylaws                         HTML     61K 
49: EX-3.48     Memorandum and Amended Articles of Association      HTML     81K 
50: EX-3.49     Memorandum & Articles of Association                HTML    177K 
 6: EX-3.5      Memorandum and Articles of Association              HTML    180K 
51: EX-3.50     Memorandum & Articles of Association                HTML    177K 
 7: EX-3.6      Memorandum and Articles of Association              HTML    180K 
 8: EX-3.7      Memorandum and Articles of Association              HTML    195K 
 9: EX-3.8      Memorandum and Articles of Association              HTML    195K 
10: EX-3.9      Memorandum and Articles of Association              HTML    195K 
52: EX-4.1      Indenture                                           HTML    658K 
53: EX-4.2      Supplemental Indenture                              HTML     42K 
54: EX-5.1      Opinion of Sullivan & Cromwell LLP, Special Us      HTML     34K 
                          Counsel                                                
55: EX-5.2      Opinion of Irwin, White & Jennings, British         HTML     40K 
                          Columbia Counsel                                       
56: EX-5.3      Opinion of Stewart McKelvey, Nova Scotia Counsel    HTML     43K 
57: EX-5.4      Opinion of Lionel Sawyer & Collins, Nevada Counsel  HTML     33K 
58: EX-5.5      Opinion of Heller Ehrman White & McAuliffe LLP,     HTML     57K 
                          Washington Counsel                                     
59: EX-5.6      Opinion of Faegre & Benson LLP, Colorado Counsel    HTML     42K 
60: EX-5.7      Opinion of McConnell Valdes, Puerto Rico Counsel    HTML     41K 
61: EX-5.8      Opinion of Herbert Smith LLP, England & Wales       HTML     74K 
62: EX-23.1     Consent of Ernst & Young LLP                        HTML     29K 
63: EX-23.2     Consent of Pricewaterhousecoopers LLP               HTML     27K 
64: EX-23.3     Consent of Hughes Pittman and Gupton LLP            HTML     28K 
65: EX-25.1     Statement of Eligibility of the Trustee on Form     HTML     67K 
                          T-1                                                    
66: EX-99.1     Letter of Transmittal                               HTML    114K 
67: EX-99.2     Notice of Guaranteed Delivery                       HTML     38K 


EX-5.3   —   Opinion of Stewart McKelvey, Nova Scotia Counsel


This exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  Opinion of Stewart McKelvey, Nova Scotia counsel  

Exhibit 5.3

LOGO

 

Suite 900

Purdy’s Wharf Tower One

1959 Upper Water Street

Halifax, NS

Canada B3J 3N2

  

Correspondence:

P.O. Box 997

Halifax, NS

Canada B3J 2X2

  

Telephone: 902.420.3200

Fax: 902.420.1417

halifax@smss.com

www.smss.com

File Reference: NS33827-5

October 24, 2006

VIA COURIER

Angiotech Pharmaceuticals, Inc.

101 W. North Bend Way, Suite 201

North Bend, WA 98045 USA

Dear Sirs/Mesdames:

 

Re: US$250,000,000 Aggregate Principal Amount of 7  3/4 % Senior Notes Due 2014 of Angiotech Pharmaceuticals, Inc. (the “Company”)

We have acted as special Nova Scotia counsel to 3091796 Nova Scotia Company, 3091797 Nova Scotia Company, 3091798 Nova Scotia Company, 3091799 Nova Scotia Company, 3129537 Nova Scotia Company, 3129538 Nova Scotia Company, 3129539 Nova Scotia Company, 3129540 Nova Scotia Company, 3129541 Nova Scotia Company, 3132933 Nova Scotia Company, 3132934 Nova Scotia Company, 3132935 Nova Scotia Company, 3132936 Nova Scotia Company, Angiotech International Holdings, Corp. and Tercentenary Holdings, Corp. (collectively, the “Nova Scotia Companies”) in connection with (i) the registration of US$250,000,000 aggregate principal amount of the Company’s 7  3/4 % Senior Notes Due 2014 (the “Notes”) under the Securities Act of 1933 to be issued in exchange for the Company’s 7  3/4 % Senior Notes due 2014 outstanding on the date hereof, issued under the Indenture dated as of March 23, 2006 (the “Indenture”), among the Company, as issuer, the Company’s U.S. and Canadian subsidiaries, including each of the Nova Scotia Companies (collectively, the “Guarantors”) and Wells Fargo Bank NA, as trustee (the “Trustee”); and (ii) the guarantees of each of the Guarantors endorsed upon the Notes (the “Guarantees”).

For the purposes of these opinions, we have examined originals or copies, certified or otherwise identified to our satisfaction of such records, certificates, resolutions, instruments, documents and papers, including corporate records, instruments and certificates of public officials, and the certificates of officers, representatives of the Nova Scotia Companies and have made such examinations and investigations of law, as we have considered necessary or desirable as the basis for the opinions hereinafter expressed.

Our service as special counsel to the Nova Scotia Companies is limited solely to the preparation of the opinion contained herein. As such counsel, we have reviewed the following documents:

 

A. the memorandum of association, articles of association, records of corporate proceedings, written resolutions and registers of each of the Nova Scotia Companies contained in the minute books of the Nova Scotia Companies;


Angiotech Pharmaceuticals, Inc.

October 24, 2006

Page 2

 

B. a certificate of status issued on behalf of the Registrar of Joint Stock Companies of the Province of Nova Scotia dated October 24, 2006 for each of the Nova Scotia Companies (collectively, the “Certificates of Status”);

 

C. a certificate of an officer common to each of the Nova Scotia Companies dated the date hereof (the “Officer’s Certificate”), a copy of which we understand has been delivered to you. We have relied upon the accuracy of the factual matters contained therein, which factual matters have not been independently investigated or verified by us;

 

D. the Notes;

 

E. the Guarantees of each of the Nova Scotia Companies;

 

F. the Indenture;

 

G. the registration rights agreement, dated as of March 23, 2006 (the “Registration Rights Agreement”) between the Initial Purchasers, the Company and the Guarantors; and

 

H. the combined registration statement on Forms F-10, F-4 and S-4 dated October 24, 2006 relating to the Notes and the Guarantees (the “Registration Statement”).

The Notes, the Guarantees and the Indenture are collectively referred to as the “U.S. Documents”.

In our examination of such documents, we have assumed the genuineness of all signatures and the authority of all persons signing documents examined by us on behalf of parties thereto, the authenticity of all documents submitted to us as originals, the conformity to authentic originals of all documents submitted to us as certified, notarial or true copies or facsimiles, the identity and capacity of all individuals acting or purporting to act as public officials, that all certificates of public officials are accurate and the veracity of all information contained in such documents as of the date hereof.

For the purposes of the opinions expressed herein, we also have also assumed:

 

A. that each of the Initial Purchasers, the Trustee, the Company and the Guarantors (as defined in the Indenture), other than the Nova Scotia Companies, have duly authorized, executed and delivered the documents to which each of them is a party and that each of such documents is a valid, binding and enforceable obligation of each of them;

 

B. the completeness and accuracy of all statements of fact set forth in the Officer’s Certificates; and


Angiotech Pharmaceuticals, Inc.

October 24, 2006

Page 3

 

C. for the purpose of our opinion in paragraph 1, that the Certificates of Status evidence the subsistence of the Nova Scotia Companies, that the Nova Scotia Companies have not been dissolved as of the date hereof and that certificates of status bearing today’s date could be obtained if requested.

Our opinions herein are restricted to the laws of the Province of Nova Scotia and the federal laws of Canada applicable therein.

Based upon and subject to the foregoing we are of the opinion that:

 

1. Each of the Nova Scotia Companies is incorporated and exists under the laws of the Province of Nova Scotia and each of the Nova Scotia Companies is, with respect to the records of the Registrar of Joint Stock Companies, validly existing with respect to the filing of annual returns.

 

2. Each of the Nova Scotia Companies has the necessary corporate power and capacity to enter into and perform all of its obligations under the U.S. Documents.

 

3. Each of the Nova Scotia Companies has taken all action necessary to authorize, execute, deliver and perform its obligations under the U.S. Documents.

 

4. The execution and delivery of the U.S. Documents and the performance by each of the Nova Scotia Companies of its obligations thereunder do not and will not contravene, breach or conflict with (i) any terms or provisions of its memorandum of association and articles of association, or (ii) any provisions of any existing applicable law, statute, published rule or regulation of the Province of Nova Scotia or Canada applicable therein to which any of the Nova Scotia Companies is subject.

This opinion is being forwarded for the sole benefit of the addressees hereof in connection with the Registration Statement, and may not be relied upon by any person or entity without our express prior written consent other than as required by United States’ federal securities laws. This opinion is given as at the date hereof and we disclaim any obligation or undertaking to advise any person of any change in law or fact which may come to our attention after the date hereof.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

 

Yours truly,

/s/ Stewart McKelvey

STEWART MCKELVEY

MJB/ck


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘F-10’ Filing    Date    Other Filings
Filed as of:10/25/066-K,  F-X
Filed on:10/24/066-K
3/23/06
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Filing Submission 0001193125-06-214006   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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