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[Appleby, Spurling & Kempe Letterhead]
14 November 2000
Loral Space & Communications Ltd.
600 Third Avenue
New York, New York 10016
USA
Ladies and Gentlemen:
Re: Form S-8 Registration Statement
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We have acted as Bermuda counsel to Loral Space & Communication Ltd., a Bermuda
company (the "Company"), in connection with the Company's Registration Statement
on Form S-8 (the "Registration Statement") to be filed by the Company with the
Securities and Exchange Commission on or about November 14, 2000 in connection
with the registration under the Securities Act of 1933, as amended, by the
Company of 5,000,000 common shares of par value $0.01 (the "Common Shares") each
to be issued in accordance with the terms of the Loral Savings Plan (the
"Plan").
We have examined the Plan, the Memorandum of Association and Bye-laws of the
Company, a Certificate of the secretary of the Company certifying as to the
adoption of the resolutions by the Board of Directors of the Company at a
meeting held on 31 October 2000 relating to the authorisation of the issuance
and sale of the Common Shares pursuant to the Plan (the "Resolutions") and such
other corporate records and documents as we have deemed necessary as a basis for
this opinion. In such examination, we have assumed the genuineness of all
signatures and the authenticity of and accuracy of all factual statements
contained in all documents submitted to us as originals and the conformity with
the originals of all documents submitted to us as copies. We have also assumed
that the Resolutions are in full force and effect and have not been rescinded in
whole or in part.
In rendering this opinion, we do not express any opinion as to the laws of any
jurisdiction other than the laws of Bermuda.
Based upon the foregoing, it is our opinion that the Company has duly authorized
the issuance of the Common Shares to be issued by the Company pursuant to the
Plan and when issued and paid for in accordance with the terms of the Plan and
the Resolutions, the Common Shares will be fully paid and not subject to any
further calls.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
This opinion is governed by and is to be construed in accordance with Bermuda
law. It is given on the basis that it will not give rise to any legal
proceedings with respect thereto in any jurisdiction other than Bermuda.
Yours faithfully,
Appleby, Spurling & Kempe
/s/ Appleby, Spurling & Kempe
