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-5.3 — Opinion of Stewart McKelvey Stirling Scales
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EXHIBIT 5.3
[STEWART MCKELVEY STIRLING SCALES LETTERHEAD]
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Suite 900 Correspondence: Telephone: 902.420.3200 CHARLES S. REAGH
Purdy's Wharf Tower One P.O. Box 997 Fax: 902.420.1417 Direct Dial:902.420.3335
1959 Upper Water Street Halifax, NS halifax@smss.com Direct Fax: 902.496.6173
Halifax, NS Canada B3J 2X2 www.smss.com csr@smss.com
Canada B3J 3N2
File Reference: NS34893-1
May 28, 2004
ISPAT INLAND ULC
c/o Ispat Inland Inc.
3210 Watling Street
East Chicago, IN 46312
RE: ISPAT INLAND ULC (THE "ISSUER") - REGISTRATION STATEMENT ON
FORM F-4 AND S-4
Ladies and Gentlemen:
We have acted as local counsel in the Province of Nova Scotia, Canada to the
Issuer, a Nova Scotia unlimited company and to 3019693 Nova Scotia U.L.C. (the
"CANADIAN Guarantor"), a Nova Scotia unlimited company in connection with
matters of Nova Scotia law relating to the filing by the Issuer and the Canadian
Guarantor with the Securities and Exchange Commission of the United States of
America (the "COMMISSION") of a registration statement on Form F-4 and S-4 (the
"REGISTRATION STATEMENT") under the United States Securities Act of 1933, as
amended, relating to the registration by the Issuer of certain US$150,000,000
Senior Secured Floating Rate Notes due 2010 of the Issuer and US$650,000,000
9-3/4% Senior Secured Notes due 2014 of the Issuer (collectively, the "NOTES")
and the guarantees thereof (the "GUARANTEES") by the Canadian Guarantor, Ispat
International N.V., Ispat Inland Inc., Burnham Trucking Company, Inc., Incoal
Company, Ispat Inland Mining Company, Ispat Inland Service Corp., Ispat Inland,
L.P. and Ispat Inland Finance, LLC.
In this connection, we have examined originals, or copies certified or otherwise
identified to our satisfaction, of such documents, corporate records and other
instruments as we have deemed necessary for the purposes of this opinion,
including:
1. certificates of status pertaining to each of the Issuer and the
Canadian Guarantor issued on behalf of the Registrar of Joint Stock
Companies for the Province of Nova Scotia, dated May 28, 2004;
2. the memorandum of association, articles of association, records of
corporate proceedings, written resolutions and registers of each of the
Issuer and the Canadian Guarantor contained in the minute books of the
Issuer and the Canadian Guarantor;
3. certified copies of resolutions of the directors of each of the Issuer
and the Canadian Guarantor authorizing the execution and delivery of
the Notes by the Issuer and the Guarantees by the Canadian Guarantor
and the performance of their respect obligations thereunder; and
4. certificates of an officer of each of the Issuer and the Canadian
Guarantor (the "OFFICER'S CERTIFICATES").
We have also examined the originals or copies, certified or otherwise identified
to our satisfaction, of such public and corporate records, certificates,
instruments and other documents and have considered such questions of law as we
have deemed necessary as a basis for the opinions hereinafter expressed.
In stating our opinions, we have assumed:
a. the authenticity of all documents submitted to us as
originals, the conformity to the originals of all documents
submitted to us as copies and the authenticity of the
originals of all documents submitted to us as copies;
a. the genuineness of the signatures of persons signing all
documents in connection with which this opinion is rendered;
a. the completeness and accuracy of all statements of fact set
forth in official public records and certificates and other
documents supplied by public officials; and
a. the completeness and accuracy of all statements of fact set
forth in the Officer's Certificates.
Based upon and subject to the assumptions, qualifications, exclusions and other
limitations contained in this letter, we are of the opinion that:
1. All necessary corporate action has been taken by the Issuer to
authorize the issuance and execution and delivery of the Notes.
2. All necessary corporate action has been taken by the Canadian Guarantor
to authorize the execution and delivery of the Guarantees.
The opinions hereinafter expressed are limited to the laws of the Province of
Nova Scotia and we express no opinion as to the laws of any other jurisdiction.
This opinion is limited to the specific issues addressed herein, and no opinion
may be inferred or implied beyond that expressly stated herein. This opinion
shall not be construed as or deemed to be a guaranty or insuring agreement. This
opinion is rendered on the date hereof and we have no continuing obligation
hereunder to inform you of changes of law, including judicial interpretations of
law, or fact subsequent to the date hereof or of facts which we become aware of
after the date hereof.
This opinion is solely for your benefit and may not be furnished to, or relied
upon by, any other person or entity without the express written consent of the
undersigned. However, we hereby consent to the filing of
Ispat Inland ULC
May 28, 2004
Page 1
this opinion with the Commission as an exhibit to the Registration Statement and
to the reference to us in the Registration Statement under the captions
"Description of the notes - Enforceability of Judgments", and "Legal Matters".
In giving this consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the 1933 Act or the rules
and regulations of the Commission.
Yours very truly,
/s/ STEWART MCKELVEY STIRLING SCALES
Dates Referenced Herein
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| This ‘F-4’ Filing | | Date | | First | | Last | | | Other Filings |
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| Filed on: | | 6/3/04 | | | | | | | None on these Dates |
| | 5/28/04 | | 1 | | 3 |
| List all Filings |
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