Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement of a Foreign Private Issuer — Form F-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: F-1/A Conecel Form F-1/A 155 966K
2: EX-1.1 Underwriting Agreement 38 178K
3: EX-4.4 Specimen of Class B Common Stock Certificate 2 6K
4: EX-5.2 Opinion of Estudio Juridico Pareja 2 10K
5: EX-8.1 Opinion and Consent of Greenberg Traurig 2 10K
7: EX-10.23 1998 Stock Option 8 32K
6: EX-10.4 Internet Concession 4 13K
EX-5.2 — Opinion of Estudio Juridico Pareja
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Exhibit 5.2
ESTUDIO JURIDICO PAREJA, ABOGADOS
CHILE 303, EDIFICIO TORRE AZUL
NOVENO PISO
GUAYAQUIL, ECUADOR
April 1, 1998
Consorcio Ecuatoriano de
Telecomunicaciones S.A. CONECEL
Amazonas 6017 and Rio Coca
Quito, Ecuador
Re: Consummation of Public Offering of Consorcio Ecuatoriano de
Telecomunicaciones S.A. CONECEL
Ladies and Gentlemen:
We have acted as counsel to Consorcio Ecuatoriano de Telecomunicaciones
S.A. CONECEL, a corporation organized and existing under the laws of the
Republic of Ecuador (the "Company"), in connection with (i) the Registration
Statement on Form F-1, filed on March 10, 1998 (the "Registration Statement"),
under the Securities Act of 1933, as amended (the "Act"), covering 42,299,668
shares of Class B Common Stock of the Company to be evidenced by American
Depositary Receipts, including 5,517,348 shares of Class B Common Stock subject
to an over-allotment option (collectively, the "Shares") and (ii) the
Underwriting Agreement among the Company and UBS Securities LLC and SBC Warburg
Dillon Read Inc., as global coordinators of the several Underwriters (the
"Underwriting Agreement").
We have examined the originals, or certified, conformed or reproduction
copies, of all such records, agreements, instruments and documents as we have
deemed relevant or necessary as the basis for the opinion hereinafter expressed.
In all such examinations, we have assumed the genuineness of all signatures on
original or certified copies and the conformity to original or certified copies
of all copies submitted to us as conformed or reproduction copies. As to various
questions of fact relevant to such opinion, we have relied upon, and assumed the
accuracy of, certificates and oral or written statements and other information
of or from public officials, officers or representatives of the Company, and
others.
Based solely upon the foregoing, we are of the opinion that the Shares,
when issued and delivered in accordance with the terms of the Underwriting
Agreement, will be validly issued, fully paid and non-assessable, and that the
discussion of the Ecuadorian federal income tax consequences set forth in the
Registration Statement under "TAXATION--Ecuadorian Taxation" is correct and is
complete in all material respects.
The foregoing opinion relates only to matters of Ecuadorian law and
does not purport to express any opinion on the laws of any other jurisdiction.
Consorcio Ecuatoriano de
Telecomunicaciones S.A. CONECEL
April 1, 1998
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our name under the captions
"Taxation" and "Legal Opinions" in the prospectus comprising a part of the
Registration Statement. In giving such consent, we do not thereby admit that we
are included within the category of persons whose consents is required under
Section 7 of the Act or the rules and regulations promulgated thereunder.
Very truly yours,
ESTUDIO JURIDICO PAREJA, ABOGADOS
/s/ Dr. Carlos Pareja Cordero
-------------------------------------
Dr. Carlos Pareja Cordero
Dates Referenced Herein and Documents Incorporated by Reference
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