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 178 902K
2: EX-1.1 Purchase Agreement 71 262K
3: EX-3.1 Memorandum and Articles of Association 30 98K
8: EX-3.10 By-Laws of Ispat Inland Mining Company 14 40K
9: EX-3.11 Certificate of Incorporation 18 52K
10: EX-3.12 By-Laws of Incoal Company 12 52K
11: EX-3.13 Certificate of Incorporation 5 23K
12: EX-3.14 By-Laws of Ispat Inland Service Corp. 14 41K
13: EX-3.15 Certificate of Limited Partnership 1 14K
14: EX-3.16 Agreement of Limited Partnership 11 39K
15: EX-3.17 Certificate of Limited Liability Company 2 17K
16: EX-3.18 Limited Liability Company Agreement 11 42K
4: EX-3.6 Memorandum and Articles of Association 27 95K
5: EX-3.7 Certificate of Incorporation 4 22K
6: EX-3.8 By-Laws, as Amended, of Burnham Trucking Company 18 46K
7: EX-3.9 Certificate of Incorporation 8 26K
17: EX-4.5 Copy of Thirty-Seventh Supplemental Indenture 23 99K
18: EX-4.6 Copy of Thirty-Eighth Supplemental Indenture 29 115K
19: EX-4.7 Indenture 165 529K
20: EX-4.8 Registration Rights Agreement 30 125K
21: EX-5.1 Opinion of Mayer, Brown, Rowe & Maw LLP 3 23K
22: EX-5.2 Opinion of De Brauw Blackstone Westbroek N.V. 5 25K
23: EX-5.3 Opinion of Stewart McKelvey Stirling Scales 3 22K
24: EX-5.4 Opinion of Shearman & Sterling LLP 3 22K
25: EX-8.1 Opinion of Mayer, Brown, Rowe & Maw LLP 2 19K
26: EX-10.4 Pledge Agreement 23 81K
27: EX-12.1 Statement Regarding Computation of Ratios 2± 18K
28: EX-21.1 List of Subsidiaries of the Registrant 1 13K
29: EX-23.1 Consent of Deloitte & Touche LLP 1 15K
30: EX-23.2 Consent of Deloitte & Touche Accountants 1 15K
31: EX-23.3 Consent of Ernst & Young Ag 1 16K
32: EX-23.4 Consent of Ogilvy Renault 2± 17K
33: EX-23.5 Consent of Ernst & Young 1 14K
34: EX-23.6 Consent of Ernst & Young 1 14K
35: EX-25.1 Form T-1 Statement of Eligibility 6 40K
36: EX-99.1 Form of Letter of Transmittal 10 55K
37: EX-99.2 Form of Notice of Guaranteed Delivery 2 20K
EX-5.2 — Opinion of De Brauw Blackstone Westbroek N.V.
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EXHIBIT 5.2
[DE BRAUW BLACKSTONE WESTBROEK LETTERHEAD]
To Ispat International N.V. Tripolis
15th Floor, Hofplein 20 Burgerweeshuispad 301
3032 AC Rotterdam P.O. Box 75084
1070 AB Amsterdam
T +31 20 577 1771
F +31 20 577 1775
Date 1 June 2004 J.W. Hoevers
advocaat
Our ref. \\fsc-001\advocatuur\396\20250479\opinion
2004\l206-1167.doc\
ISPAT INLAND ULC EXCHANGE OFFER
USD 150,000,000 SENIOR SECURED FLOATING RATE NOTES DUE 2010
AND
USD 650,000,000 9.75% SENIOR SECURED NOTES DUE 2014
FOR ANY AND ALL OUTSTANDING
SENIOR SECURED FLOATING RATE NOTES DUE 2010
AND
9.75% SENIOR SECURED NOTES DUE 2014
1 INTRODUCTION
I have acted on behalf of De Brauw Blackstone Westbroek N.V. as Dutch
legal adviser (advocaat) to Ispat International N.V., with corporate seat
in Rotterdam, (the "DUTCH GUARANTOR") in connection with the exchange
offer (the "EXCHANGE OFFER") by Ispat Inland ULC, with corporate seat in
Nova Scotia, Canada, (the "ISSUER") of USD 150,000,000 aggregate
principal amount of Senior Secured Floating Rate Notes due 2010 (the "NEW
FLOATING RATE NOTES") and USD 650,000,000 aggregate principal amount of
9.75% Senior Secured Notes due 2014 (the "NEW FIXED RATE NOTES", and
together with the New Floating Rate Notes, the "New NOTES"), all of which
have been or will be registered (the "REGISTRATION") under the United
States Securities Act of 1933, for any of its outstanding Secured
Floating Rate Notes due 2010 and 9.75% Senior Secured Notes due 2014
(collectively, the "OLD NOTES").
De Brauw Blackstone Westbroek N.V., The Hague, is registered with the trade
register in the Netherlands under no. 27171912.
All services and other work are carried out under an agreement of instruction
("overeenkomst van opdracht") with De Brauw Blackstone Westbroek N.V.
The agreement is subject to the General Conditions, which have been filed with
the register of the District Court in The Hague and contain a limitation of
liability.
Client account notaries ING Bank no. 69.32.13.876.
2 DUTCH LAW
This opinion is limited to Dutch law as applied by the Dutch courts and
published and in effect on the date of this opinion. It is given on the
basis that all matters relating to it will be governed by, and that it
(including all terms used in it) will be construed in accordance with,
Dutch law.
3 SCOPE OF INQUIRY
For the purpose of this opinion, I have examined the following documents:
3.1 A print of an e-mailed copy received by me on 14 May 2004 of an executed
copy of a note guarantee (the "NOTE GUARANTEE") dated 25 March 2004 by
the Dutch Guarantor.
3.2 A print of an e-mailed copy received by me on 1 June 2004 of a draft of a
registration statement on Form F-4 and S-4 relating to the Registration,
to be filed with the SEC (excluding the documents incorporated in the
registration statement by reference) (the "REGISTRATION STATEMENT").
3.3 A faxed copy of a notarial copy of the Dutch Guarantor's deed of
incorporation and its articles of association as most recently amended on
31 December 2001 according to the trade register extract referred to in
paragraph 3.4, both as filed with the chamber of commerce and industry
for Rotterdam (the "CHAMBER OF COMMERCE").
3.4 A faxed copy of a trade register extract regarding the Dutch Guarantor
provided by the Chamber of Commerce and dated 19 May 2004.
3.5 A print of an e-mailed copy received by me on 22 March 2004 of minutes of
the meetings of the Dutch Guarantor's managing board (directie) held on 4
March 2004 and 5 March 2004.
In addition, I have obtained the following confirmations given by
telephone on the date of this opinion:
3.6 Confirmation from the Chamber of Commerce that the trade register extract
referred to in this paragraph 3 is up to date.
3.7 Confirmation from the office of the bankruptcy division
(faillissementsgriffie) of the Rotterdam district court that the Issuer
is not registered as having been declared bankrupt or granted suspension
of payments.
My examination has been limited to the text of the documents and I have
not investigated the meaning and effect of any document governed by a law
other than Dutch law under that other law.
4 ASSUMPTIONS
For the purpose of this opinion, I have made the following assumptions:
4.1 All copy documents conform to the originals and all originals are genuine
and complete.
4.2 Each signature is the genuine signature of the individual concerned.
4.3 Any minutes and extracts from minutes referred to in paragraph 3 are a
true record of the proceedings described in them in duly convened,
constituted and quorate meetings and the resolutions set out in those
minutes and any written resolutions referred to in paragraph 3 were
validly passed and remain in full force and effect without modification.
Any confirmation referred to in paragraph 3 is true.
4.4 The Note Guarantee has been entered into in the form referred to in
paragraph 3.
4.5 The Registration Statement will be filed with the SEC materially in the
form of the draft referrred to in paragraph 3 and no changes will have
been made to the Registration Statement in the Chapter Risk Factors under
the heading "You may not be able to recover in civil proceedings against
Ispat International for U.S. securities laws violations" and in the
Chapter Description of the Notes under the heading "Enforceability of
Judgements".
5 OPINION
Based on the documents and confirmations referred to and the assumptions
in paragraphs 3 and 4 and subject to the qualifications in paragraph 6
and to any matters not disclosed to me, I am of the following opinion:
5.1 The Dutch Guarantor has taken all necessary corporate action to authorise
its entry into and performance of the Note Guarantee.
6 QUALIFICATIONS
This opinion is subject to the following qualifications:
6.1 This opinion is subject to any limitations arising from bankruptcy,
insolvency, liquidation, moratorium, reorganisation and other laws of
general application relating to or affecting the rights of creditors.
6.2 To the extent that pursuant to the Note Guarantee the Dutch Guarantor is
required or forbidden to take, or restricted in taking, any action that
falls within the powers of its general meeting of shareholders
(including, without limitation restrictive covenants regarding merger and
sale, lease and exchange of all or substantially all of the Dutch
Guarantor's property or assets), it may not be binding and enforceable
against it.
6.3 If a legal act (rechtshandeling) performed by a Dutch legal entity
(including (without limitation) a guarantee pursuant to which it
guarantees the performance of the obligations of a third party and any
other legal act having a similar effect) is not in the entity's corporate
interest, the act may (i) exceed the entity's corporate power, (ii)
violate its articles of association and (iii) be nullified by it if the
other party or parties to the act knew or should have known that the act
is not in the entity's corporate interest.
6.4 To the extent that Dutch law applies, a legal act performed by a person
(including (without limitation) a guarantee pursuant to which it
guarantees the performance of the obligations of a third party and any
other legal act having a similar effect) may be nullified by its
creditors, if (i) it performed the act without an obligation to do so
(onverplicht), (ii) the creditor concerned was prejudiced as a
consequence of the act and (iii) at the time the act was performed both
it and (unless the act was for no consideration (om niet)) the party with
or towards which it acted, knew or should have known that one or more of
its creditors (existing or future) would be prejudiced.
6.5 The trade register extract referred to in paragraph 3 does not provide
conclusive evidence that the facts set out in it are correct. However,
under the 1996 Trade Register Act (Handelsregisterwet 1996), subject to
limited exceptions, a company cannot invoke the incorrectness or
incompleteness of its trade register registration against third parties
who were unaware of it.
6.6 The confirmation from the office of the bankruptcy division referred to
in paragraph 3 does not provide conclusive evidence that the Issuer has
not been declared bankrupt or granted suspension of payments.
6.7 I do not express any opinion as to:
(a) any in rem matters;
(b) any obligations of the Dutch Guarantor under the Note Guarantee
other than in respect to the payment obligations of the Issuer;
(c) any taxation matters.
7 RELIANCE
This opinion is solely for your benefit and solely for the purpose of the
Exchange Offer. It is not to be transmitted to anyone else nor is it to
be relied upon by anyone else or for any other purpose or quoted or
referred to in any public document or filed with anyone without my
written consent. A copy may, however, be provided to your legal advisers
solely for the purpose of the Exchange Offer and of giving their opinion
and subject to the same restrictions.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement to be filed with the SEC and to the reference of
De Brauw Blackstone Westbroek N.V. in the Registration Statement in the
Chapter Risk Factors under the heading "You may not be able to recover in
civil proceedings against Ispat International for U.S. securities laws
violations", in the Chapter Description of the Notes under the heading
"Enforceability of Judgements" and in the Chapter Legal Matters. In
giving such consent, I do not thereby admit that I am in the category of
persons whose consent is required under Section 7 of the Securities Act
of 1933, as amended.
Yours faithfully,
/s/ Jan Willem Hoevers
JAN WILLEM HOEVERS
for De Brauw Blackstone Westbroek N.V.
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