Iridium World Communications Ltd, et al. – ‘S-8’ on 9/14/98 – EX-5.1

As of:  Monday, 9/14/98   ·   Effective:  9/14/98   ·   Accession #:  950133-98-3288   ·   File #s:  333-63337, -01

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to            8     40K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-5.1      Opinion of Conyers Dill & Pearman                      2      9K 
 3: EX-23.1     Consent of Kpmg Peat Marwick LLP                       1      6K 
 4: EX-99.1     Amended & Restated Iridium LLC Option Plan            11     37K 

EX-5.1   —   Opinion of Conyers Dill & Pearman

EX-5.1
1st Page of 2
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
                                                                     EXHIBIT 5.1
[Letterhead of Conyers Dill & Pearman]

11 September, 1998                                                              

Iridium World Communications Ltd.                                               
Clarendon House                                                                 
Church Street                                                                   
Hamilton HM11                                                                   
Bermuda                                                                         

Dear Sirs                                                                       

IRIDIUM WORLD COMMUNICATIONS LTD.                                               

We have acted as special Bermuda legal counsel to Iridium World Communications  
Ltd (the "Company") in connection with the Registration Statement on Form S-8   
(the "Form S-8 Registration Statement", which term does not include any exhibits
incorporated by reference into the Registration Statement) with respect to the  
registration of 3,000,000 additional shares of Class A Common Stock in the      
Company (the "Common Stock") reserved for issuance under the Iridium Option Plan
(formerly known as the Iridium LLC Stock Option Plan of 1996) (the "Option      
Plan") with the U.S. Securities and Exchange Commission (the "Commission").     

For the purposes of giving this opinion, we have examined a copy of the Form S-8
Registration statement and we have reviewed and have relied upon originals, or  
copies certified or otherwise identified to our satisfaction, of the Memorandum 
of Association and Bye-laws of the Company as well as Board minutes and         
resolutions and Members minutes and resolutions of the Company. We have also    
reviewed originals, or copies certified to our satisfaction, of such corporate  
records of the Company and other instruments, certificates of appropriate public
officials and certificates of officers and representatives of the Company and   
such other documents and have made such enquiries as to questions of Bermuda law
as we have deemed necessary in order to render the opinions set forth           

EX-5.1
Last Page of 2
TOC
1st
Previous
Next
↓Bottom
Just 2nd

Iridium World Communications, Ltd.                                              
Page 2                                                                          

We have assumed:                                                                

(i)    the genuineness and authenticity of all signatures and the conformity to 
     the originals of all copies (whether or not certified) of all documents
   examined by us and the authenticity and completeness of the originals
from which such copies were taken;                                

(ii)   the correctness, accuracy and completeness of all factual representations
    made in the Form S-8 Registration Statement and in the other documents
which we have reviewed; and                                       

(iii)  that there is no provision of the law of any jurisdiction, other than    
   Bermuda, which would have any implication in relation to the opinions
expressed herein.                                                 

We have made no investigation of and express no opinion in relation to the laws 
of any jurisdiction other than Bermuda. This opinion is to be governed by and   
construed in accordance with the laws of Bermuda and is limited to and is given 
on the basis of the current law and practice in Bermuda.                        

On the basis of and subject to the foregoing, we are of the opinion that the    
3,000,000 shares of Common Stock covered by the Form S-8 Registration Statement 
have been duly authorised for issuance and sale and upon sale and delivery by   
the Company against payment in full of the consideration as contemplated by the 
Option Plan will be duly and validly issued, fully paid and non-assessable      
(which term when used herein shall mean no further sums are required to be paid 
by the holders thereof in connection with the issue of such shares).            

We consent to the filing of this opinion with the Commission as an exhibit to   
the Form S-8 Registration Statement. We also consent to the reference to us     
under the caption "Interests of Named Experts and Counsel" in the Form S-8      
Registration Statement.                                                         

Yours faithfully                                                                

/s/ CONYERS DILL & PEARMAN                                                      

CONYERS, DILL & PEARMAN                                                         

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		9/14/98							None on these Dates
									List all Filings