Barbeques Galore Ltd – IPO: ‘F-1/A’ on 10/10/97 – EX-5.1

As of:  Friday, 10/10/97   ·   Accession #:  1012870-97-1955   ·   File #:  333-37259

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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       Amendment No.1                                       109    745K 
 2: EX-1.1      Underwriting Agreement                                50    180K 
 3: EX-4.1      Form of Specimen Adr                                  12     43K 
 4: EX-4.2      Form of Deposit Agreement                             21     71K 
 5: EX-5.1      Opinion of Freehill Hollingdale and Page               2     10K 
 6: EX-8.1      Opinion of Freehill Hollingdale & Page                 2      9K 
 7: EX-8.2      Opinion of Brobeck Phleger and Harrison LLP            2      9K 
 8: EX-10.5     Letter Agreement Dated 08/27/97                        5     25K 
 9: EX-15.1     Unaudited Additional Consolidated Financial Data      22    120K 

EX-5.1   —   Opinion of Freehill Hollingdale and Page

EX-5.1
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                                                                     Exhibit 5.1

[LETTERHEAD OF FREEHILL HOLLINGDALE & PAGE APPEARS HERE]  

10 October 1997                                 Our ref    Rick Narev           
                                       Phone      02 9225 5604
                                  File no    1811824

                                           Doc no     SYDCA\97276005.A

Barbeques Galore Limited                                                        
327 Chisholm Road                                                               
AUBURN NSW 2144                                                                 
AUSTRALIA                                                                       

Ladies and Gentlemen                                                            

Registration Statement on Form F-1                                              

We have examined the Registration Statement on Form F-1 to be filed by you with 
the Securities and Exchange Commission on the date hereof (the "Registration    
Statement"), in connection with the registration under the Securities Act of    
1933, as amended (the "Act"), of ADSs representing up to 2,350,000 Ordinary     
Shares, par value A$3.64 per share (the "Shares"), of Barbeques Galore Limited, 
a corporation registered under the national Corporations Law of Australia (the  
"Company").                                                                     

We have examined a copy of the Memorandum and Articles of Association of the    
Company, as amended to date, certified as true copies by the company secretary  
of the Company and copies of resolutions adopted by the Board of Directors of   
the Company certified as true copies by the company secretary of the Company. In
such examination, we have assumed the genuineness of all signatures, the        
authenticity of all documents presented to us as copies of originals, the       
conformity to the originals of all documents presented to us as copies, the     
authenticity of the originals of such latter documents and that there have been 
no other actions of the Company, its directors, shareholders or creditors or of 
any other person or body or authority, governmental or non-governmental which   
alters, supersedes or overrides the effect on their face of the Memorandum and  
Articles of Association or of the resolutions.                                  

Based upon the foregoing, we are of the opinion that, as a matter of Australian 
law, when (1) the Registration Statement becomes effective under the Act; (2)   
the shareholders of the Company approve the consolidation of capital (reverse   
share split) contemplated by the Registration Statement; (3) the holders of the 
convertible notes issued by the Company convert those notes as contemplated by  
the Registration Statement; and (4) the Shares to be sold by the Company are    
sold by the Company as                                                          

EX-5.1
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provided in the Registration Statement, the Shares will be validly issued and   
fully paid. This opinion may be relied upon exclusively by you, and may not be  
relied upon by any other person without our prior written consent.              

This opinion is confined to matters of Australian law only. In particular, we   
are not qualified to, nor do we express any opinion on the effectiveness of any 
action under, nor as to any question of compliance with, any United States      
Federal or state law or requirement of any regulatory body.                     

We consent to the use of this opinion as an exhibit to the Registration         
Statement and further consent to the use of our name whenever appearing in the  
Registration Statement and any amendment thereto. In giving this consent, we do 
not thereby admit that we are within the category of persons whose consent is   
required by Section 7 of the Act or the rules and regulations of the Securities 
and Exchange Commissioner thereunder.                                           

Yours faithfully                                                                
FREEHILL HOLLINGDALE & PAGE                                                     

/s/ Rick Narev                                                                  

Rich Narev                                                                      
Partner