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¶ – Release Delayed ·Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a HTML 4.57M
Business-Combination Transaction
128: COVER ¶ Comment-Response or Cover Letter to the SEC HTML 12K
2: EX-3.1 Chc Helicopter S.A., Articles of Association HTML 103K
11: EX-3.10 Chc Global Operations International Inc., Bylaws HTML 115K
12: EX-3.11 Chc Helicopter Holding S.A R.L, Articles of HTML 130K
Association
13: EX-3.12 Chc Helicopters (Barbados) Limited, Amended HTML 288K
Articles of Incorporation
14: EX-3.13 Chc Helicopters (Barbados) Limited, Bylaws HTML 134K
15: EX-3.14 Chc Holding Nl B.V., Deed of Incorporation HTML 140K
16: EX-3.15 Chc Holding (Uk) Limited, Certificate of HTML 87K
Incorporation
17: EX-3.16 Chc Holding (Uk) Limited, Amended Memorandum of HTML 132K
Association
18: EX-3.17 Chc Hoofddorp B.V., Deed of Incorporation HTML 149K
19: EX-3.18 Chc Netherlands B.V., Amended Articles of HTML 193K
Association
20: EX-3.19 Chc Norway Acquisition Co. As, Certificate of HTML 52K
Registration
3: EX-3.2 6922767 Holding S.Ar.L. Articles of Association HTML 319K
21: EX-3.20 Chc Norway Acquisition Co. As, Articles of HTML 48K
Association
22: EX-3.21 Chc Sweden Ab, Certificate of Registration HTML 54K
23: EX-3.22 Chc Sweden Ab, Articles of Association and Rules HTML 77K
of Procedure
24: EX-3.23 Helicopter Services Group As, Articles of HTML 49K
Association
25: EX-3.24 Helicopter Services Group As, Certificate of HTML 56K
Registration
26: EX-3.25 Helikopter Service As, Certificate of Registration HTML 54K
27: EX-3.26 Helikopter Service As, Articles of Association HTML 49K
28: EX-3.27 Heli-One Canada Inc., Certificate of Amalgamation HTML 67K
29: EX-3.28 Heli-One Canada Inc., Bylaws HTML 130K
30: EX-3.29 Heli-One Defence B.V., Amended Articles of HTML 110K
Association
4: EX-3.3 Capital Aviation Services B.V. Amended Articles of HTML 125K
Association
31: EX-3.30 Heli-One Holdings (Uk) Limited, Certificate of HTML 44K
Incorporation
32: EX-3.31 Heli-One Holdings (Uk) Ltd, Memorandum of HTML 93K
Association & Articles of Association
33: EX-3.32 Heli-One (Europe) As, Amended Articles of HTML 47K
Association
34: EX-3.33 Heli-One (Europe) As, Certificate of Registration HTML 53K
35: EX-3.34 Heli-One Leasing Inc., Certificate of HTML 64K
Incorporation
36: EX-3.35 Heli-One Leasing Inc., Bylaws HTML 114K
37: EX-3.36 Heli-One Leasing (Norway) As, Amended Articles of HTML 49K
Association
38: EX-3.37 Heli-One Leasing (Norway) As, Certificate of HTML 53K
Registration
39: EX-3.38 Heli-One (Norway) As, Amended Articles of HTML 48K
Association
40: EX-3.39 Heli-One (Norway) As, Certificate of Registration HTML 57K
5: EX-3.4 Chc Capital (Barbados) Limited, Certificate of HTML 78K
Incorporation
41: EX-3.40 Heli-One (Netherlands) B.V., Amended Articles of HTML 139K
Association
42: EX-3.41 Heli-One (Uk) Limited, Amended Certificate of HTML 80K
Incorporation
43: EX-3.42 Heli-One (Uk) Limited, Amended Articles of HTML 188K
Association
44: EX-3.43 Heli-One (Us) Inc., Certificate of Incorporation HTML 51K
45: EX-3.44 Heli-One (Us) Inc., Bylaws HTML 94K
46: EX-3.45 Heli-One Usa Inc., Amended Articles of HTML 95K
Incorporation
47: EX-3.46 Heli-One Usa Inc., Bylaws HTML 107K
48: EX-3.47 Heliworld Leasing Limited, Certificate of HTML 46K
Incorporation
49: EX-3.48 Heliworld Leasing Limited, Memorandum of HTML 170K
Association and Articles of Association
50: EX-3.49 Chc Leasing (Ireland) Limited, Certificate of HTML 78K
Incorporation
6: EX-3.5 Chc Capital (Barbados) Limited, Bylaws HTML 109K
51: EX-3.50 Chc Leasing (Ireland) Limited, Memo of Association HTML 126K
and Articles of Association
52: EX-3.51 Integra Leasing As, Articles of Association HTML 48K
53: EX-3.52 Integra Leasing As, Certificate of Registration HTML 50K
54: EX-3.53 Lloyd Bass Strait Helicopters Pty. Ltd. HTML 44K
55: EX-3.54 Lloyd Bass Strait Helicopters Pty. Ltd., HTML 333K
Constitution
56: EX-3.55 Lloyd Helicopters International Pty. Ltd. HTML 316K
Indenture
57: EX-3.56 Lloyd Helicopters International Pty. Ltd. HTML 331K
Certificate of Registration
58: EX-3.57 Lloyd Helicopters Pty. Ltd., Certificate of HTML 44K
Registration
59: EX-3.58 Lloyd Helicopters Pty. Ltd., Constitution HTML 353K
60: EX-3.59 Lloyd Helicopter Services Limited, Certificate of HTML 73K
Incorporation and Memo of Assn
7: EX-3.6 Chc Den Helder B.V., Amended Articles of HTML 163K
Association
61: EX-3.60 Lloyd Helicopter Services Limited, Articles of HTML 82K
Association
62: EX-3.61 Lloyd Helicopter Services Pty. Ltd., Certificate HTML 61K
of Registration
63: EX-3.62 Lloyd Helicopter Services Pty. Ltd., Constitution HTML 329K
64: EX-3.63 Lloyd Offshore Helicopters Pty. Ltd., Certificate HTML 86K
of Registration
65: EX-3.64 Lloyd Offshore Helicopters Pty. Ltd., Constitution HTML 305K
66: EX-3.65 Management Aviation Limited, Certificate of HTML 75K
Incorporation
67: EX-3.66 Management Aviation Limited, Memorandum of HTML 104K
Association and Articles of Assn
68: EX-3.67 North Denes Aerodrome Limited, Certificate of HTML 70K
Incorporation
69: EX-3.68 North Denes Aerodrome Limited, Memorandum of HTML 106K
Association and Articles of Assn
8: EX-3.7 Chc Global Operations (2008) Inc., Certificate of HTML 102K
Incorporation
9: EX-3.8 Chc Global Operations (2008) Inc., Bylaws HTML 114K
10: EX-3.9 Chc Global Operations International Inc., HTML 62K
Certificate of Incorporation
70: EX-4.1 Indenture HTML 1.12M
71: EX-4.3 Registration Rights Agreement HTML 214K
72: EX-4.4 Intercreditor Agreement HTML 408K
73: EX-5.1 Opinion of Simpson Thacher & Bartlett LLP HTML 65K
82: EX-5.10 Opinion of Paull & Williamsons LLP HTML 80K
83: EX-5.11 Opinion of Arthur Cox HTML 62K
84: EX-5.12 Opinion of Dla Piper LLP (Us) HTML 51K
74: EX-5.2 Opinion of Simpson, Thacher & Bartlett HTML 66K
75: EX-5.3 Opinion of Loyens & Loeff HTML 82K
76: EX-5.4 Opinion of Harridyal Sodha & Associates HTML 60K
77: EX-5.5 Opinion of Blake, Cassels & Graydon LLP HTML 56K
78: EX-5.6 Opinion of Mallesons Stephen Jaques HTML 100K
79: EX-5.7 Opinion of Advokatfirmaet Thommessan as HTML 74K
80: EX-5.8 Opinion of Advokatfirman Vinge Kb HTML 89K
81: EX-5.9 Opinion of Van Doorne N.V. HTML 78K
85: EX-10.1 Credit Agreement HTML 1.05M
94: EX-10.10 2008 Share Incentive Plan of 6922767 Holding HTML 138K
(Cayman) Inc.
95: EX-10.11 Form of 2008 Option Agreement of 6922767 Holding HTML 61K
(Cayman) Inc.
96: EX-10.12 Form of 2008 Option Rollover Agreement of 6922767 HTML 59K
Holding (Cayman) Inc.
97: EX-10.13 Form of 2008 Special A Share Subscription HTML 64K
Agreement
98: EX-10.14 Form of 2008 Subscription Agreement of 6922767 HTML 68K
Holding (Cayman) Inc.
99: EX-10.15 Management Shareholders Agreement HTML 186K
100: EX-10.16 Employment Agreement - William J. Amelio HTML 126K
101: EX-10.17 Employment Agreement - Christine Baird HTML 93K
102: EX-10.18 Employment Agreement - Neil Calvert HTML 93K
103: EX-10.19 Employment Agreement - Rick Davis HTML 100K
86: EX-10.2 Guarantee HTML 163K
104: EX-10.20 Employment Agreement - Tilmann Gabriel HTML 93K
105: EX-10.21 Employment Agreement - Joan Hooper HTML 97K
106: EX-10.22 Employment Agreement - Michael O'Neill HTML 111K
107: EX-10.23 Amended and Restated Employment Agreement - HTML 106K
Michael Summers
108: EX-10.24 Amended and Restated Supp Retirement Plan HTML 79K
Agreement - Christine Baird
109: EX-10.25 Retirement Compensation Arrangement - Christine HTML 206K
Baird
110: EX-10.26 Retirement Compensation Arrangement - Neil Calvert HTML 198K
111: EX-10.27 Amended and Restated Supp Retirement Plan - Neil HTML 81K
Calvert
112: EX-10.28 Supplemental Retirement Plan Agreement - Rick HTML 78K
Davis
113: EX-10.29 Retirement Compensation Agreement - Rick Davis HTML 201K
87: EX-10.3 Material Contract HTML 227K
114: EX-10.30 Agreement Regarding Termination - Christine Baird HTML 105K
115: EX-10.31 Agreement Regarding Termination - Neil Calvert HTML 178K
116: EX-10.32 Agreement Regarding Termination - Rick Davis HTML 62K
117: EX-10.33 Consulting Agreement - Rick Davis HTML 62K
118: EX-10.34 Compromise Agreement - Tilmann Gabriel HTML 117K
119: EX-10.35 Offer Letter - Michael Summers HTML 58K
88: EX-10.4 Sale Purchase Agreement HTML 258K
89: EX-10.5 Framework Agreement HTML 745K
90: EX-10.6 2011 Management Equity Plan of 6922767 Holding HTML 135K
(Cayman) Inc.
91: EX-10.7 Form of 2011 Option Agreement of 6922767 Holding HTML 70K
(Cayman) Inc.
92: EX-10.8 Form of 2011 Restricted Share Unit Grant Agreement HTML 59K
93: EX-10.9 Form of 2011 Subscription Agreement of 6922767 HTML 73K
Holding (Cayman) Inc.
121: EX-21.1 Schedule of Subsidiaries of 6922767 Holdings S.A HTML 72K
R.L.
122: EX-23.13 Consent of Ernst & Young LLP HTML 43K
123: EX-25.1 Statement re: Eligibility of Trustee -- Form T-1|2 HTML 113K
124: EX-99.1 Form of Letter of Transmittal HTML 156K
125: EX-99.2 Form of Letter to Brokers, Dealers, Commercial HTML 51K
Banks, Trust Companies and Others
126: EX-99.3 Form of Letter to Clients HTML 57K
127: EX-99.4 Form of Notice of Guaranteed Delivery HTML 64K
120: EX-12.1 Computation of Ratio of Earnings to Fixed Charges HTML 70K
| <![CDATA[Opinion of Simpson, Thacher & Bartlett]]> |
Exhibit 5.2
| To: | CHC Helicopter S.A. |
4740 Agar Drive
Richmond, BC V7B 1A3
Canada
Dear Sirs,
We have acted as English counsel to CHC Helicopter S.A., a société anonyme organized under the laws of Luxembourg (the “Issuer”), and to the entities listed on Appendix I (the “Relevant Entities”), in connection with the Registration Statement on Form S-4 (the “Registration Statement”), filed by the Issuer and the Relevant Entities with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the issuance by the Issuer of $1,100,000,000 aggregate principal amount of 9.250% Senior Secured Notes due 2020 (the “Exchange Notes”) and the issuance by the Relevant Entities of guarantees (the “Exchange Guarantees”) with respect to the Exchange Notes. The Exchange Notes and the Exchange Guarantees will be issued under an Indenture dated as of October 4, 2010 (the “Indenture”), among the Issuer, the Guarantors (as such term is defined in the Indenture), HSBC Corporate Trustee Company (UK) Limited, as collateral agent, and The Bank of New York Mellon, as trustee. The Exchange Notes will be offered by the Issuer in exchange for $1,100,000,000 aggregate principal amount of its outstanding 9.250% Senior Secured Notes due 2020 that were issued on October 4, 2010.
| 1. | Interpretation |
| (a) | In this opinion, “Opinion Documents” means the Indenture and the Exchange Notes (including the Exchange Guarantees). |
| (b) | Headings used in this opinion are for ease of reference only and shall not affect its interpretation. |
| 2. | Documents Examined and Searches |
In connection with this opinion, we have examined electronic scanned copies of the following documents:
| (a) | the executed Opinion Documents; |
| (b) | the minutes of a meeting of the Board of Directors of each Relevant Entity held on September 30, 2010; |
| (c) | the certificate of incorporation of each Relevant Entity; and |
| (d) | the articles of association of each Relevant Entity in force as at January 18, 2012. |
We have also carried out a company search in respect of each Relevant Entity on January 17, 2012 at the Companies Registry and made a telephone enquiry on January 17, 2012 at the Central Registry of Winding Up Petitions at the High Court in London in respect of each Relevant Entity. Such searches and enquiries revealed no record of any administration or winding up petition having been presented in respect of any Relevant Entity. We have assumed that the information disclosed by such searches and enquiries is accurate, complete and up-to-date, however, these searches and enquiries do not necessarily reveal the up-to-date position.
Except as specified above in this paragraph 2, for the purpose of giving this opinion we have not examined any other documents or records or made any other searches or enquiries relating to the Relevant Entities or the transactions contemplated by the Opinion Documents.
| 3. | Applicable Law |
This opinion relates only to English domestic law as at the date of this opinion and not to its conflict of laws rules. We have not investigated, and express no opinion concerning, the laws of any jurisdiction other than England and Wales.
This opinion is governed by English Law. Any person relying on or claiming the benefit of this opinion accepts as a condition to such reliance or benefit that the courts of England and Wales have exclusive jurisdiction to hear and determine any action or claim arising out of or in connection with this opinion.
| 4. | Assumptions |
In giving this opinion we have assumed that:
| (a) | all signatures are genuine; |
| (b) | all documents submitted to us as originals are complete and authentic; |
| (c) | all documents submitted to us as copies conform to original documents which were complete and authentic; |
| (d) | each Relevant Entity executing the Opinion Documents executed signature pages after receipt by them of the final and complete version of the relevant agreement and duly authorised the attachment of such signature pages to the final version of the agreement and the delivery of such agreement; |
2
| (e) | no amendment or supplement has been made to any document submitted to or examined by us (or to the original document where we have examined a copy) and the Opinion Documents accurately record all terms agreed between the parties; |
| (f) | the resolutions in the minutes referred to in paragraph 2(b) were passed at properly convened, constituted and conducted meetings of directors of the Relevant Entities at which all constitutional, statutory and other formalities were observed; such resolutions have not been amended or rescinded and are in full force and effect; the minutes are a true record of the proceedings at the meetings; and each of the Opinion Documents has been executed on behalf of the Relevant Entities that are party to it by the persons authorised by the relevant minutes referred to in paragraph 2(b); |
| (g) | the articles of association referred to in paragraph 2(d) were up-to-date as at the dates stated; |
| (h) | each of the parties to the Opinion Documents (other than the Relevant Entities) has all necessary capacity, power and authority to execute and enter into and to exercise its rights and perform its obligations under the Opinion Documents and that each such party has duly authorised and executed the Opinion Documents; |
| (i) | each of the Opinion Documents is the legal, valid and binding obligation of the parties to each such document under the laws of the State of New York (by which the Opinion Documents are expressed to be governed); |
| (j) | there are no contractual or similar restrictions binding on any Relevant Entity which would affect any of the conclusions in this opinion; |
| (k) | each of the Opinion Documents have been unconditionally delivered by the Relevant Entities that are party to it and is not subject to any escrow or similar arrangement; |
| (l) | no Relevant Entity was insolvent or unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 (or equivalent legislation in its jurisdiction of incorporation) at the time of entry into any of the Opinion Documents and no Relevant Entity was or became, or will be or become, as a result of entering into the Opinion Documents or the transactions contemplated by them, insolvent or unable to pay its debts within the meaning of that section; |
| (m) | no step has been taken to liquidate or wind up any of the Relevant Entities or to commence any other bankruptcy or insolvency proceeding relating to any of the Relevant Entities or appoint a receiver, administrator or like officer in respect of it or any of its assets and no voluntary arrangement has been proposed in respect of any of the Relevant Entities; |
| (n) | in entering into the Opinion Documents, each party was and is acting as principal, in good faith and for the purpose of carrying on its business and there are reasonable grounds for believing that exercising its rights and assuming its obligations under the Opinion Documents is in the best interests of such party and, in the case of each Relevant Entity, will promote the success of such Relevant Entity for the benefit of its members as a whole; |
| (o) | no proceedings have been instituted or injunction granted against any of the Relevant Entities to restrain it from entering into or performing any of its obligations under the Opinion Documents and the Opinion Documents have not been entered into by any party in connection with money laundering or any other unlawful activity; |
3
| (p) | all applicable provisions of the Financial Services and Markets Act 2000 and any applicable secondary legislation made under it have been complied with with respect to any Opinion Document and that any party to any of the Opinion Documents which is subject to the supervision of any regulatory authority in the United Kingdom has complied with and will comply with the requirements of such regulatory authority in connection with the issue, sale or offering of the Exchange Notes; |
| (q) | the issue of the Exchange Notes will not cause any limit on borrowings to which any Relevant Entity is subject (other than any such limit in its articles of association) to be exceeded; and |
| (r) | any foreign law which may apply with respect to the Relevant Entities, the Opinion Documents or the transactions contemplated thereby would not affect any of the conclusions stated in this opinion. |
| 5. | Opinions |
Based upon and subject to the foregoing and to the qualifications and limitations set out below, we are of the opinion that:
| (a) | each of the Relevant Entities has been duly incorporated and is validly existing under the laws of England and Wales with full power, authority and capacity to carry on its business and own its properties within any limits stated in its respective articles of association; |
| (b) | each Relevant Entity has the corporate power, authority and capacity to execute and deliver the Opinion Documents to which it is a party and to undertake and perform the obligations expressed to be assumed by it thereunder; and |
| (c) | each of the Opinion Documents has been duly and validly approved, signed and executed on behalf of the Relevant Entities party thereto. |
This opinion is limited to the matters expressly stated in this paragraph 5 and does not extend to any other matters.
| 6. | Qualifications |
This opinion is qualified by and subject to:
| (a) | Any limitations arising from bankruptcy, insolvency, liquidation, administration, reorganisation or similar laws affecting the rights of creditors generally. |
| (b) | No opinion is given as to matters of fact and we have assumed that there are no facts which would affect the conclusions given in this opinion. |
| (c) | We express no opinion as to compliance or otherwise with any regulatory, issuance of securities, insider dealing or similar law including, without limitation, the Financial Services and Markets Act 2000 (and any related regulations or legislation). |
4
| 7. | Reliance |
| (a) | This opinion letter is given for your benefit in connection with the Opinion Documents. |
| (b) | We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus included in the Registration Statement. |
Yours faithfully,
/s/ Simpson Thacher & Bartlett
5
APPENDIX 1
Relevant Entities
Heli-One Holdings (UK) Limited
Heliworld Leasing Limited
Management Aviation Limited
North Denes Aerodrome Limited
6
| This ‘S-4’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 1/18/12 | None on these Dates | ||
| 1/17/12 | ||||
| 10/4/10 | ||||
| 9/30/10 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/11/12 SEC UPLOAD¶ 9/19/17 1:79K North Denes Aerodrome Ltd. 2/14/12 SEC UPLOAD¶ 9/19/17 1:98K North Denes Aerodrome Ltd. |