Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a 197 1.00M
Business-Combination Transaction
2: EX-3.1 Cert. of Inc. / Doe Run Resources 36 79K
3: EX-3.2 Amended & Restated Bylaws/ Doe Run 9 39K
4: EX-3.3 Cert. of Inc./Fabricated Products 2 16K
5: EX-3.4 Bylaws of Fabricated Products 9 36K
6: EX-3.5 Cert. of Inc./Doe Run Cayman 1 13K
7: EX-3.6 Memorandum of Association 36 107K
8: EX-3.7 Constitution of Doe Run 18 69K
9: EX-3.8 Constitution/Doe Run Peru 16 67K
10: EX-4.1 Indenture 204 538K
11: EX-4.2 Purchase Agreement 54 155K
12: EX-4.3 Registration Rights Agreement 42 125K
13: EX-4.4 Letter of Transmittal 12 62K
14: EX-5.1 Cadwalader Opinion 3 21K
15: EX-10.1-1 Employment Agreement/Zelms 11 34K
16: EX-10.1-2 Employment Agreement/Kaiser 11 34K
17: EX-10.1-3 Employment Agreement/Amastadi 11 33K
18: EX-10.1-4 Employment Agreement/Boyer 11 33K
19: EX-10.1-5 Employment Agreement/Buckley 11 34K
20: EX-10.2-1 Net Worth Apprec. Agmt/Zelms 8 25K
21: EX-10.2-2 Net Worth Apprec. Agmt/Kaiser 8 26K
22: EX-10.2-3 Net Worth Apprec. Agmt./Amistadi 8 26K
23: EX-10.2-4 Net Woth Apprec. Agmt./Boyer 8 26K
24: EX-10.2-5 Net Worth Apprec. Agmt./Buckley 8 26K
25: EX-10.3 Supplemental Employee Retirement Plan 7 26K
26: EX-10.4 Executive Tax Services Plan 2 15K
27: EX-10.5 Loan & Security Agreement 142 467K
28: EX-10.6 Contrato De Transferencia De Acciones 109 206K
29: EX-10.7 Programa De Adecuacion Y Manejo Ambiental 478 1.63M
30: EX-10.8-1 Covenio De Establilidad Jurica Entre El Estado 10 42K
31: EX-10.8-2 Covenio De Estabilidad Jurica Con Doe Run 10 41K
32: EX-10.8-3 Covenio De Estabilidad Jurica Entre El Estado 9 40K
33: EX-10.8-4 Covenio De Estabilidad Jurica Con Doe Run Peru 10 43K
34: EX-10.8-5 Covenio De Estabilidad Con Doe Run Peru 10 44K
35: EX-10.8-6 Covenio De Estabilidad Jurica Con Doe Run Cayman 12 48K
36: EX-10.8-7 Remite Contrato De Estabilidad Administrativa Amb 20 88K
37: EX-12 Computation of Ratios 1 14K
38: EX-21 List of Subsidiaries 1 12K
39: EX-23.2 Consent of Kpmg 1 13K
40: EX-23.3 Consent of Medina, Zaldivar 1 14K
41: EX-23.4 Consent Pincock, Allen & Holt 1 14K
42: EX-25 Form T-1 7 31K
EX-5.1 — Cadwalader Opinion
| EX-5.1 | 1st Page of 3 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
|---|
EXHIBIT 5.1
[Letterhead of Cadwalader, Wickersham & Taft]
May 8, 1998
The Doe Run Resources Corporation
Fabricated Products, Inc.
Doe Run Cayman Ltd.
Doe Run Mining S.R. Ltda.
Doe Run Peru S.R. Ltda.
c/o The Doe Run Resources Corporation
1801 Park 270 Drive
St. Louis, MO 63146
Re: Registration Statement on Form S-4 related to 11 1/4% Senior Notes due
2005, Series B and Floating Interest Rate Senior Notes due 2003, Series B
Gentlemen:
We have acted as special counsel for The Doe Run Resources Corporation, a New
York corporation ("Doe Run"), Fabricated Products, Inc., a Delaware corporation
("FPI"), Doe Run Cayman Ltd., a Cayman Islands company ("Doe Run Cayman"), Doe
Run Mining S.R. Ltda., a Peruvian company ("Doe Run Mining"), and Doe Run Peru
S.R. Ltda., a Peruvian company ("Doe Run Peru"), (collectively, the "Issuers")
in connection with the preparation of the Issuers' Registration Statement on
Form S-4 pursuant to the Securities Act of 1933, as amended (the "Securities
Act"), being filed with the Securities and Exchange Commission (the
"Commission") on the date hereof and to which this opinion letter is an exhibit.
The Registration Statement relates to Doe Run's offer to exchange its 11 1/4%
Senior Notes due 2005, Series B and Floating Interest Rate Senior Notes due
2003, Series B (collectively, the "Exchange Notes") for any and all of its
outstanding 11 1/4% Senior Notes due 2005, Series A and Floating Interest Rate
Senior Notes due 2003, Series A (collectively, the "Old Notes"), respectively.
The Old Notes were issued, and the Exchange Notes are to be issued, under an
indenture, dated as of March 12, 1998 (the "Indenture"), by and among Doe Run,
as issuer, and FPI, Doe Run Cayman, Doe Run Mining and Doe Run Peru, as
guarantors (collectively, in such capacity, the "Guarantors"), and State Street
Bank and Trust Company, as trustee.
In rendering the opinions expressed below, we have examined and relied upon,
among other things, (a) the Registration Statement, including the Prospectus
constituting a part thereof, (b) the Indenture filed as an exhibit to the
Registration Statement and (c) originals or copies, certified or otherwise
identified to our satisfaction, of such certificates, corporate, public or other
records, and other documents as we have deemed appropriate for the purpose of
rendering this opinion letter. In connection with such examination, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the
The Doe Run Resources Corporation
Fabricated Products, Inc.
Doe Run Cayman,Ltd.
Doe Run Mining S.R. Ltda.
Doe Run Peru S.R. Ltda.
c/o The Doe Run Resources Corporation
May 8, 1998
Page 2
conformity to original documents and instruments of all documents and
instruments submitted to us as copies or specimens, and the authenticity of the
originals of such documents and instruments submitted to us as copies or
specimens. We have also made such investigations of law as we have deemed
appropriate. In addition, we have assumed that the Exchange Notes and the
guarantees of the Guarantors (the "Guarantees") will be executed and delivered
in substantially the form in which they are filed as exhibits to the
Registration Statement.
Based upon the foregoing and subject to the qualifications set forth herein, we
are of the opinion that:
1. The Exchange Notes and the Guarantees will be legally and validly issued
and binding obligations of Doe Run and the Guarantors, as the case may be,
(except to the extent enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or
other similar laws affecting the enforcement of creditors' rights generally
and by the effect of general principles of equity, regardless of whether
enforceability is considered in a proceeding in equity or at law), when the
Registration Statement, as finally amended, shall have become effective
under the Securities Act and the Indenture shall have been qualified under
the Trust Indenture Act of 1939, as amended, (b) [the Issuers' respective
board of directors or partners, as the case may be, have duly adopted final
resolutions authorizing the issuance of the Notes and the Guarantees, as
the case may be, as contemplated by the Registration Statement and the
Indenture and (c)] the Exchange Notes shall have been duly executed,
authenticated and delivered, and the Guarantees shall have been duly
executed and delivered, as contemplated in the Registration Statement.
2. The statements made in the Prospectus constituting a part of the
Registration Statement under the caption "Certain U.S. Federal Income Tax
Considerations," insofar as such statements purport to summarize certain
federal income tax laws of the United States of America, constitute a fair
summary of the principal federal income tax consequences of an investment
in the Exchange Notes.
We hereby consent to the filing of this opinion letter as an exhibit to the
Registration Statement and to the reference to this Firm in the Prospectus
constituting a part of the Registration Statement under the caption "Legal
Matters," without admitting that
The Doe Run Resources Corporation
Fabricated Products, Inc.
Doe Run Cayman,Ltd.
Doe Run Mining S.R. Ltda.
Doe Run Peru S.R. Ltda.
c/o The Doe Run Resources Corporation
May 8, 1998
Page 3
we are "experts" within the meaning of the Securities Act or the rules and
regulations of the Commission issued thereunder with respect to any part of the
Registration Statement, including this exhibit.
Very truly yours,
/s/ Cadwalader, Wickersham & Taft
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘S-4’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 5/11/98 | | | | | | | None on these Dates |
| | 5/8/98 | | 1 | | 3 |
| | 3/12/98 | | 1 |
| List all Filings |
↑Top
Filing Submission 0001047469-98-018990 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Thu., Apr. 25, 8:11:00.0am ET 