Registration Statement of a Foreign Private Issuer for Securities Issued in a Business-Combination Transaction — Form F-4 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: F-4 Registration Statement of a Foreign Private Issuer HTML 8.01M
for Securities Issued in a
Business-Combination Transaction
2: EX-3.1 Articles of Incorporation/Organization or By-Laws HTML 51K
3: EX-3.2 Articles of Incorporation/Organization or By-Laws HTML 64K
4: EX-3.3 Articles of Incorporation/Organization or By-Laws HTML 30K
5: EX-4.1 Instrument Defining the Rights of Security Holders HTML 261K
6: EX-5.1 Opinion re: Legality HTML 23K
7: EX-8.1 Opinion re: Tax Matters HTML 9K
8: EX-21.1 Subsidiaries of the Registrant HTML 17K
9: EX-23.1 Consent of Experts or Counsel HTML 8K
10: EX-23.2 Consent of Experts or Counsel HTML 8K
11: EX-99.1 Miscellaneous Exhibit HTML 839K
12: EX-99.2 Miscellaneous Exhibit HTML 6K
13: EX-99.4 Miscellaneous Exhibit HTML 10K
14: EX-99.5 Miscellaneous Exhibit HTML 10K
Chuo Mitsui Trust Holdings, Inc. 33-1, Shiba 3-chome
Minato-ku, Tokyo 105-8574
Japan
Registration Statement on Form F-4 of Chuo Mitsui Trust Holdings, Inc.
Dear Sirs:
We have been acting as special legal advisers to Chuo Mitsui Trust Holdings, Inc., a
corporation organized under the laws of Japan (“CMTH”), and have been requested by CMTH to give
this opinion in connection with the Registration Statement on Form F-4 (the “Registration
Statement”) filed by CMTH with the United States Securities and
Exchange Commission on November 8, 2010
for the purpose of registering under the United States Securities Act of 1933, as amended (the
“Act”), certain shares (the “Shares”) of common stock of CMTH to be issued to United States
shareholders of record of common stock of The Sumitomo Trust and Banking Company, Limited. (“STB”)
as a result of the exchange of shares (the “Share Exchange”) of CMTH and STB pursuant to the Share
Exchange Agreement (as defined below).
For the purpose of this opinion we have examined, among other things, the following documents:
(a)
Certified copies of commercial register, the Articles of Incorporation, the
Regulations of the Board of Directors and the Share Handling Regulations of CMTH;
A copy of the Basic Agreement for Business Integration (the “Basic Agreement”)
dated November 6, 2009 between CMTH and STB, relating to the business integration of
CMTH and STB;
(d)
Copies of the Share Exchange Agreement dated August 24, 2010 between CMTH and
STB, and the Memorandum relating to the Share Exchange Agreement dated October 28, 2010
between CMTH and STB, each relating to the Share Exchange (collectively, the “Share
Exchange Agreement”);
(e)
A copy of the Management Integration Agreement (the “Management
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Integration Agreement”) dated August 24, 2010 between CMTH and STB, relating to the
business integration of CMTH and STB;
(f)
A copy of the Registration Statement and attachments thereto;
(g)
The form of convocation notices of each of the general meetings of shareholders
and the class shareholders’ meetings of common stock holders of CMTH, each scheduled to
be held on December 22, 2010, and attachments thereto; and
(h)
A certificate of CMTH dated
November 8, 2010 executed by Mr. Kazuo Tanabe, President of
CMTH.
We have also examined such other certificates and corporate documents of CMTH as well as such
other matters, documents and records, and have considered such questions of laws of Japan, as we
have deemed necessary or appropriate for the purpose of rendering the opinion hereinafter set
forth.
Having examined the above documents and having regard to the relevant laws of Japan to the
extent that they are applicable, and subject to the assumptions and qualifications set out herein,
we are of the opinion that:
(A)
Subject to (i) the Share Exchange Agreement being duly approved at the general
meetings of shareholders and the class shareholders’ meetings of common stock holders of
both CMTH and STB, and at the class shareholders’ meeting of holders of STB Class II
Preferred Stock each scheduled to be held on December 22, 2010 and such approval not
being cancelled, (ii) all necessary governmental authorization, permits, consents and
approvals being duly consummated, (iii) each of CMTH and STB duly complying with all
other procedural requirements imposed by the Companies Act of Japan in connection with
the Share Exchange, and when the Shares have been duly issued to the United States
holders of record of common stock of STB pursuant to the Share Exchange Agreement so
approved, such Shares will be validly issued, fully paid and non-assessable.
(B)
The statements set forth in the Registration Statement under the caption
“Taxation — Japanese Tax Consequences”, insofar as they purport to describe generally or
summarize the matters of the laws of Japan referred to thereunder, are correct in all
material respects.
The foregoing opinion is limited solely to the laws of Japan effective as of the date hereof
and we neither express nor imply any opinion on, or in respect of, the laws of any country or
jurisdiction other than Japan.
In rendering the foregoing opinion, we have relied (without having conducted any independent
investigation with respect thereto), as to certain factual matters, upon the documents referred to
in paragraph (a) through (h) above, and other certificates of officers or
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any other authorized persons of CMTH or public officials as we have deemed appropriate as a basis
for the opinion expressed herein, in particular, as to the correctness and conformity of the
statements with the relevant facts thereof included, expressly or impliedly, in such certificates.
We have assumed, for the purpose of rendering this opinion, that (i) all signatures or seal
impressions on any documents we reviewed are true and genuine; (ii) all documents submitted to us
as originals are authentic and complete; (iii) all documents submitted to us as copies are complete
and conform to the originals thereof that are authentic and complete; (iv) all documents submitted
to us as forms are executed in such forms; (v) all natural person-signatories who have executed or
delivered the Basic Agreement, the Share Exchange Agreement, the Management Integration Agreement
and all other documents related thereto on behalf of the relevant parties thereto have and had at
the relevant times sufficient and competent legal capacity to take such actions; (vi) each party
(other than CMTH) to each of the Basic Agreement, the Share Exchange Agreement, the Management
Integration Agreement and all other documents related thereto is an entity duly organized, validly
existing, and has full and complete power and authority (corporate or otherwise) to execute and
deliver, and to perform its obligations under, such document; (vii) each of the Basic Agreement,
the Share Exchange Agreement, the Management Integration Agreement and all other documents related
thereto has been duly authorized by all parties thereto (other than CMTH), (viii) each of the Basic
Agreement, the Share Exchange Agreement and the Management Integration Agreement and all other
documents related thereto has been duly executed and delivered by all parties thereto, (ix) nothing
in the applicable law of any jurisdiction other than Japan would conflict with, or preclude the
performance, legality, validity, effectiveness or enforcement of, any of the Share Exchange, the
Basic Agreement, the Share Exchange Agreement, the Management Integration Agreement and all other
documents related thereto; and (x) each of the Share Exchange, the Basic Agreement, the Share
Exchange Agreement, the Management Integration Agreement and all other documents related thereto
has not been or will not be cancelled or amended. We have not independently verified any of the
matters in (i) to (x) above.
The foregoing opinion is subject to the following qualifications and limitations:
(i)
This opinion is strictly limited to the matters stated herein and may not be
construed as extending by implication to any matters or documents not specifically
referred to herein. Without any prejudice to the generality of the foregoing, nothing
in this opinion should be taken as expressing an opinion in respect of any
representations or warranties, or other information contained in the documents referred
to in (a) through (h) above or in any other document examined in connection with this
opinion except as expressly provided herein;
(ii)
We are members of the bar of Japan and our opinion is limited solely to the laws
of Japan in force and interpreted as of the date hereof;
(iii)
We neither express nor imply any view or opinion with regard to the requirements
of any state or country other than Japan;
(iv)
We express no opinion as to the availability of specific performance, injunctive
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relief or any other similar remedy;
(v)
The opinion expressed above is subject to the public order or policy, good morals
doctrine, the good faith and fair dealing doctrine and the abuse of rights doctrine;
(vi)
We express no opinion with regard to (i) any matters relating to tax law (except
where we have expressly opined on such matters in the opinions above), or (ii) any
amendments, supplements, renewals, extensions or other modifications, except as
expressly provided herein, of any documents, instruments or agreements referred to
herein, executed after the date of this opinion; and
(vii)
In this opinion, Japanese legal concepts are expressed in English terms and not
in their original Japanese terms. The concepts concerned may not be identical to the
concepts described by the equivalent English terms as they exist under the laws of other
jurisdictions. We do not render any opinion as to how judges qualified in a foreign
jurisdiction would interpret Japanese legal concepts or expressions, and this opinion
may only be relied upon under the express condition that any issues of interpretation or
liability arising thereunder will be governed by the law of Japan and be brought before
a Japanese court.
This opinion has been rendered to you solely for your benefit in connection with the
Registration Statement on the condition that the opinion expressed herein may not be relied
upon by any person other than your legal adviser, Davis Polk & Wardwell LLP, acting in that
capacity in relation to the Registration Statement without our specific prior approval
thereof in writing save that this opinion may be filed as an exhibit to the Registration
Statement.
We
hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement
and to the reference to us in the Registration Statement. In giving such consent, we do not
thereby admit that we are in the category of persons whose consent is required under Section 7 of
the Act.
Very truly yours,
/s/
Nagashima Ohno & Tsunematsu
(FS/MTK)
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Dates Referenced Herein and Documents Incorporated by Reference