Registration Statement of a Foreign Private Issuer for Securities Issued in a Business-Combination Transaction — Form F-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: F-4 Registration Statement of a Foreign Private Issuer 251 1.21M
for Securities Issued in a
Business-Combination Transaction
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, 41 134K
Liquidation or Succession
11: EX-2.10 Plan of Acquisition, Reorganization, Arrangement, 6 19K
Liquidation or Succession
12: EX-2.11 Plan of Acquisition, Reorganization, Arrangement, 148 423K
Liquidation or Succession
13: EX-2.12 Plan of Acquisition, Reorganization, Arrangement, 71 176K
Liquidation or Succession
3: EX-2.2 Plan of Acquisition, Reorganization, Arrangement, 50 127K
Liquidation or Succession
4: EX-2.3 Plan of Acquisition, Reorganization, Arrangement, 66 158K
Liquidation or Succession
5: EX-2.4 Plan of Acquisition, Reorganization, Arrangement, 66 161K
Liquidation or Succession
6: EX-2.5 Plan of Acquisition, Reorganization, Arrangement, 35 60K
Liquidation or Succession
7: EX-2.6 Plan of Acquisition, Reorganization, Arrangement, 12 25K
Liquidation or Succession
8: EX-2.7 Plan of Acquisition, Reorganization, Arrangement, 9 25K
Liquidation or Succession
9: EX-2.8 Plan of Acquisition, Reorganization, Arrangement, 10 23K
Liquidation or Succession
10: EX-2.9 Plan of Acquisition, Reorganization, Arrangement, 9 25K
Liquidation or Succession
14: EX-3.1 Articles of Incorporation/Organization or By-Laws 39 106K
15: EX-3.2 Articles of Incorporation/Organization or By-Laws 26 85K
16: EX-3.3 Articles of Incorporation/Organization or By-Laws 14 56K
17: EX-3.4 Articles of Incorporation/Organization or By-Laws 26 70K
18: EX-4.1 Instrument Defining the Rights of Security Holders 129 533K
19: EX-4.3 Instrument Defining the Rights of Security Holders 20 91K
20: EX-5.1 Opinion re: Legality 4 21K
21: EX-10.1 Material Contract 28 123K
30: EX-10.10 Material Contract 1 15K
31: EX-10.11 Material Contract 1 15K
32: EX-10.12 Material Contract 8 33K
22: EX-10.2 Material Contract 107 523K
23: EX-10.3 Material Contract 34 120K
24: EX-10.4 Material Contract 23 62K
25: EX-10.5 Material Contract 54 144K
26: EX-10.6 Material Contract 29 56K
27: EX-10.7 Material Contract 28 54K
28: EX-10.8 Material Contract 10 46K
29: EX-10.9 Material Contract 1 15K
33: EX-12.1 Statement re: Computation of Ratios 3± 24K
34: EX-21.1 Subsidiaries of the Registrant 14 47K
35: EX-23.2 Consent of Experts or Counsel 1 14K
36: EX-24.1 Power of Attorney 9 45K
37: EX-25.1 Form T-1 5 29K
38: EX-99.1 Miscellaneous Exhibit 15 78K
39: EX-99.2 Miscellaneous Exhibit 3 21K
EX-5.1 — Opinion re: Legality
| EX-5.1 | 1st Page of 4 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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Exhibit 5.1
[LETTERHEAD OF SIMPSON THACHER & BARTLETT]
, 1999
WILLIS CORROON CORPORATION
WILLIS CORROON GROUP LIMITED
WILLIS CORROON PARTNERS
c/o Willis Corroon Group Limited
Ten Trinity Square
London EC3P 3AX
Ladies and Gentlemen:
We have acted as special U.S. counsel to Willis Corroon Corporation, a
Delaware corporation (the "Issuer"), and to Willis Corroon Group Limited, a
company with limited liability organized under the laws of England and Wales
("WCG"), and Willis Corroon Partners, a Delaware general partnership ("USGP",
and together with WCG, the "Guarantors"), in connection with the Registration
Statement on Form F-4 (the "Registration Statement") filed by the Issuer and the
Guarantors with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended, relating to the issuance by the Issuer
of $550,000,000 aggregate principal amount of its 9% Senior Subordinated Notes
due 2009 (the "Exchange Notes") and the issuance by the Guarantors of guarantees
(the "Guarantees") with respect to the Exchange Notes. The Exchange Notes and
the Guarantees thereof will be issued under an Indenture, dated as of February
2, 1999 (the
WILLIS CORROON CORPORATION
WILLIS CORROON GROUP LIMITED
WILLIS CORROON PARTNERS -2- , 1999
"Indenture"), among the Issuer, the Guarantors and The Bank of New York, as
Trustee. The Exchange Notes will be offered by the Issuer in exchange (the
"Exchange Offer") for $550,000,000 aggregate principal amount of its outstanding
9% Senior Subordinated Notes due 2009 (the "Notes").
We have examined the Registration Statement and the Indenture, which
has been filed with the Commission as an exhibit to the Registration Statement.
In addition, we have examined, and have relied as to matters of fact upon, the
originals, duplicates or certified or conformed copies of such corporate
records, agreements, instruments and other documents and have made such other
and further investigations as we have deemed relevant and necessary in
connection with the opinions hereinafter set forth. As to questions of fact
material to this opinion we have relied upon certificates of public officials
and officers and representatives of the Issuer and the Guarantors.
In rendering the opinions set forth below, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the due
organization and valid existence of USGP, the due authorization, execution and
delivery of the Indenture by USGP, that all necessary partnership action has
been taken by USGP to approve the terms of the Indenture and its Guarantee, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as duplicates or certified
or conformed copies, and the authenticity of the originals of such latter
documents.
WILLIS CORROON CORPORATION
WILLIS CORROON GROUP LIMITED
WILLIS CORROON PARTNERS -3- , 1999
In rendering the opinions set forth below, we have also assumed that
(1) WCG is validly existing under the laws of England and Wales and has duly
authorized, executed and delivered the Indenture in accordance with its
Memorandum and Articles of Association and the laws of England and Wales, (2)
all necessary corporate action has been taken by WCG to approve the terms of the
Indenture and its Guarantee, (3) the execution, delivery and performance by WCG
of the Indenture do not violate the laws of England and Wales or any other
applicable laws (excepting the laws of the State of New York and the federal
laws of the Untied States) and (4) the execution, delivery and performance by
WCG of the Indenture do not constitute a breach or violation of any agreement or
instrument which is binding upon WCG.
Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that:
1. When the Exchange Notes have been duly executed, authenticated,
issued and delivered in accordance with the provisions of the Indenture upon the
exchange for Notes pursuant to the Exchange Offer, the Exchange Notes will
constitute valid and legally binding obligations of the Issuer, enforceable
against the Issuer in accordance with their terms.
2. When the Exchange Notes have been duly executed, authenticated,
issued and delivered in accordance with the provisions of the Indenture upon the
exchange for Notes pursuant to the Exchange Offer, the Guarantees will
constitute valid and legally binding obligations of the Guarantors, enforceable
against the Guarantors in accordance with their terms.
Our opinions set forth above are subject to the effects of (i)
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws
WILLIS CORROON CORPORATION
WILLIS CORROON GROUP LIMITED
WILLIS CORROON PARTNERS -4- , 1999
relating to or affecting creditors' rights generally, (ii) general equitable
principles (whether considered in a proceeding in equity or at law), (iii) an
implied covenant of good faith and fair dealing and (iv) the possible judicial
application of foreign laws or foreign governmental or judicial action affecting
creditors' rights.
We are members of the Bar of the State of New York, and we do not
express any opinion herein concerning any law other than the law of the State of
New York, the federal law of the United States and the Delaware General
Corporation Law.
We hereby consent to the filing of this opinion letter as Exhibit 5.1
to the Registration Statement and to the use of our name under the caption
"Legal Matters" in the Prospectus included in the Registration Statement.
Very truly yours,
-----------------------------------
SIMPSON THACHER & BARTLETT
Dates Referenced Herein
| Referenced-On Page |
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| This ‘F-4’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 3/16/99 | | | | | | | None on these Dates |
| | 2/2/99 | | 1 |
| List all Filings |
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