<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 18, 1996.
REGISTRATION NO.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SOUTHERN INVESTMENTS UK PLC
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
ENGLAND AND WALES 4911 NONE
(PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
(STATE OR OTHER CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
JURISDICTION OF
INCORPORATION OR
ORGANIZATION)
800 PARK AVENUE
AZTEC WEST
ALMONDSBURY
BRISTOL BS12 4SE, ENGLAND
44-1454-201-101
(ADDRESS AND TELEPHONE NUMBER OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES,
INCLUDING ZIP CODE)
JAMES A. WARD
900 ASHWOOD PARKWAY
SUITE 500
ATLANTA, GEORGIA 30338-4780
(770) 379-7000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
PLEASE SEND COPIES OF ALL CORRESPONDENCE TO:
JOHN T. W. MERCER, ESQUIRE JOHN A. MILLARD, ESQUIRE
TROUTMAN SANDERS LLP SHEARMAN & STERLING
600 PEACHTREE STREET, N.E., SUITE 599 LEXINGTON AVENUE
5200 NEW YORK, NEW YORK 10022
ATLANTA, GEORGIA 30308 (212) 848-4000
(404) 885-3000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the Registration Statement becomes effective.
----------------
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] File No. 333-09033
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
----------------
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF EACH CLASS OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER UNIT OFFERING PRICE FEE
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
6.375% Senior Notes due
2001................... $8,000,000 99.872% $7,989,760 $2,421
6.800% Senior Notes due
2006................... $12,000,000 99.753% $11,970,360 $3,628
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
The contents of Registration Statement No. 333-09033 are incorporated herein
by reference. Pursuant to Part V of the General Instructions to Form S-1, the
following opinions and consents are being filed herewith as exhibits as
follows:
<TABLE>
<S> <C>
5.1 Opinion of Troutman Sanders LLP regarding the legality of the securities being registered.
5.2 Opinion of Allen & Overy regarding the legality of the securities being registered.
8.1 Opinion of Troutman Sanders LLP regarding taxation.
8.2 Opinion of Allen & Overy regarding taxation.
23.1 Consent of Arthur Andersen.
23.2 Consent of Ernst & Young.
23.3 Consent of Arthur Andersen.
23.4 Consent of Troutman Sanders LLP (included in Exhibit 5.1).
23.5 Consent of Allen & Overy (included in Exhibit 5.2).
23.6 Consent of Troutman Sanders LLP (included in Exhibit 8.1).
23.7 Consent of Allen & Overy (included in Exhibit 8.2).
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Southern Investments UK plc, a public limited company duly organized and
existing under the laws of England and Wales, has duly caused this
Registration Statement on Form S-1 to be signed on its behalf by the
undersigned, thereunto duly authorized, in Atlanta, Georgia on the 18th day of
November 1996.
SOUTHERN INVESTMENTS UK PLC
/s/ Richard Pershing
By:__________________________________
RICHARD J. PERSHING
DIRECTOR AND CHIEF EXECUTIVE
OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacity and on the dates indicated. Each person whose signature appears below
hereby authorizes Edwin Adams, Mark Ogle and Wayne Boston, and each of them
acting individually, with full power of substitution, to file one or more
amendments, including Post-Effective Amendments, to this Registration
Statement, which Amendments may make such changes as Edwin Adams, Mark Ogle or
Wayne Boston deem appropriate, and each person whose signature appears below,
individually and in each capacity stated below, hereby appoints Edwin Adams,
Mark Ogle and Wayne Boston, and each of them acting individually, with full
power of substitution, as Attorney-in-Fact to execute his name and on his
behalf to file any such Amendments to this Registration Statement.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Richard Pershing Chairman and Chief Executive November 18, 1996
_________________________________ Officer
RICHARD J. PERSHING
/s/ C.B. Harreld Chief Financial and Accounting November 18, 1996
_________________________________ Officer
C.B. HARRELD
/s/ Tom Boren Director November 18, 1996
_________________________________
THOMAS G. BOREN
/s/ Gale E. Klappa Director November 18, 1996
_________________________________
GALE E. KLAPPA
/s/ C. Philip Saunders Director November 18, 1996
_________________________________
C. PHILIP SAUNDERS
/s/ Charles W. Whitney Director November 18, 1996
_________________________________
CHARLES W. WHITNEY
</TABLE>
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(A) EXHIBITS
<TABLE>
<S> <C>
5.1 Opinion of Troutman Sanders LLP regarding the legality of the securities being registered.
5.2 Opinion of Allen & Overy regarding the legality of the securities being registered.
8.1 Opinion of Troutman Sanders LLP regarding taxation.
8.2 Opinion of Allen & Overy regarding taxation.
23.1 Consent of Arthur Andersen.
23.2 Consent of Ernst & Young.
23.3 Consent of Arthur Andersen.
23.4 Consent of Troutman Sanders LLP (included in Exhibit 5.1).
23.5 Consent of Allen & Overy (included in Exhibit 5.2).
23.6 Consent of Troutman Sanders LLP (included in Exhibit 8.1).
23.7 Consent of Allen & Overy (included in Exhibit 8.2).
</TABLE>
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF TROUTMAN SANDERS LLP APPEARS HERE]
November 18, 1996
Southern Investments UK plc
800 Park Avenue, Aztec West
Almondsbury
Bristol BS12 4SE, England
RE: Registration Statement on Form S-1
Gentlemen:
We have acted as counsel to Southern Investments UK plc (the "Company") in
connection with the preparation of a Registration Statement on Form S-1,
including a final prospectus, filed with the Securities and Exchange Commission
(the "Commission") on the date hereof (the "Registration Statement"), for the
registration under the Securities Act of 1933, as amended (the "Act"), of Senior
Notes (the "Senior Notes") to be issued by the Company pursuant to an indenture
between the Company and the trustee named therein (the "Indenture"), and
pursuant to the supplemental indenture between the Company and the trustee named
therein (the "First Supplemental Indenture"), in each case in the respective
forms incorporated by reference as exhibits to the Registration Statement.
In its capacity, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents as we have deemed
necessary as a basis for the opinion hereinafter expressed. In our
examinations, we have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents presented to us
as originals and the conformity with the originals of all documents submitted to
us as copies.
Based upon such examination and the assumptions set forth herein, subject
to the limitations set forth herein and having considered such questions of law
as we have deemed necessary as a basis for the opinion expressed below, we are
of the opinion that, upon compliance with the pertinent provisions of the Act
and the Trust Indenture Act of 1939, as amended, upon the adoption of
appropriate resolutions of the Board of Directors of the Company or a duly
authorized committee thereof, when the Indenture and the Senior Notes have been
duly executed by the parties thereto substantially in the form incorporated by
reference as an exhibit to the Registration Statement and the Senior Notes have
been duly authenticated by the Trustee in the manner contemplated in the
Indenture and duly delivered to and paid for by the Underwriters (as defined in
the attached opinion of Shearman & Sterling) in accordance with the terms of the
Underwriting Agreement (as defined in the attached opinion of Shearman &
Sterling), the Senior Notes will constitute valid and legally binding
obligations of the Company, enforceable against the Company in accordance with
their terms, except as enforcement thereof may be limited by applicable
bankruptcy, insolvency (including, without limitation, all laws relating to
fraudulent transfers), reorganization, moratorium or similar laws affecting
enforcement of creditors' rights generally and except as enforcement thereof is
subject to possible judicial action giving effect to foreign governmental
actions or foreign laws affecting creditors' rights and to general principles of
equity, including, without limitation, concepts of materiality, reasonableness,
good faith and fair dealing (regardless of whether enforcement is considered in
a proceeding in equity or at law).
<PAGE>
Southern Investments UK plc
November 18, 1996
Page 2
In rendering the opinion expressed above, we have assumed the due existence
of each party to each document referred to therein, that the execution and
delivery of each such document will be effected in accordance with all laws,
regulations, procedures and contractual restrictions applicable to the party
taking such action and that such action will not violate any such law,
regulation, contractual restriction or procedure.
We are attorneys admitted to practice in the State of Georgia, and we do
not express any opinion herein concerning any law other than the law of the
State of Georgia, the State of New York and the federal law of the United
States. To the extent that our opinion expressed herein relates to the law of
the State of New York, we have relied exclusively on the opinion of Shearman &
Sterling attached hereto as Exhibit A.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the statements with respect to our firm under the
captions "Legal Opinions," and "Legal Matters" in the Registration Statement.
Very truly yours,
/s/ Troutman Sanders LLP
-----------------------------
TROUTMAN SANDERS LLP
<PAGE>
[SHEARMAN & STERLING LETTERHEAD]
November 18, 1996
Troutman Sanders LLP
NationsBank Plaza
600 Peachtree Street, N.E.
Suite 5200
Atlanta, GA 30308-2216
$168,000,000 6.375% Senior Notes due 2001
$332,000,000 6.800% Senior Notes due 2006
Southern Investments UK plc
---------------------------
Ladies and Gentlemen:
We have acted as counsel to Lehman Brothers Inc., Merrill Lynch,
Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities Inc.
(collectively, the "Underwriters") in connection with the purchase by the
Underwriters pursuant to the Underwriting Agreement (the "Underwriting
Agreement") entered into between the Underwriters and Southern Investments UK
plc, a public limited company incorporated under the laws of England and Wales
(the "Company"), of the Company's 6.375% Senior Notes due 2001 and the Company's
6.800% Senior Notes due 2006 (the "Senior Notes") to be issued under an
Indenture (as amended by a First Supplemental Indenture, the "Indenture") to be
entered into between the Company and Bankers Trust Company, as trustee (the
"Trustee"). In this connection, the Company has prepared a Registration
Statement on Form S-1 (Registration No. 333-09033), which was filed with the
Securities and Exchange Commission on July 29, 1996 (as amended, the "First
Registration Statement") and a Registration Statement on Form S-1, which is
being filed with the Securities and Exchange Commission, relating to the
registration under the Securities Act of 1933, as amended (the "Securities
Act"), of the Senior Notes. The form of the Indenture is filed as an exhibit to
the First Registration Statement.
In this capacity, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents as we have deemed
necessary as a basis for the opinion hereinafter expressed. In our
examinations, we have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents presented to us
as originals and the conformity with the originals of all documents submitted to
us as copies.
<PAGE>
Based upon such examination and the assumptions set forth herein,
subject to the limitations set forth herein and having considered such questions
of law as we have deemed necessary as a basis for the opinion expressed below,
we are of the opinion that, when the Indenture and the Senior Notes have been
duly executed by the parties thereto substantially in the form filed as an
exhibit to the First Registration Statement and the Senior Notes have been duly
authenticated by the Trustee in the manner contemplated in the Indenture and
duly delivered to and paid for by the Underwriters in accordance with the terms
of the Underwriting Agreement, the Senior Notes will constitute valid and
legally binding obligations of the Company, enforceable against the Company in
accordance with their terms, except as enforcement thereof may be limited by
applicable bankruptcy, insolvency (including, without limitation, all laws
relating to fraudulent transfers), reorganization, moratorium or similar laws
affecting enforcement of creditors' rights generally and except as enforcement
thereof is subject to possible judicial action giving effect to foreign
governmental actions or foreign laws affecting creditors' rights and to general
principles of equity, including, without limitation, concepts of materiality,
reasonableness, good faith and fair dealing (regardless of whether enforcement
is considered in a proceeding in equity or at law).
In rendering the opinion expressed above, we have assumed the due
existence of each party to each document referred to therein, that the execution
and delivery of each such document will be effected in accordance with all laws,
regulations, procedures and contractual restrictions applicable to the party
taking such action and that such action will not violate any such law,
regulation, contractual restriction or procedure.
We are attorneys admitted to practice in the State of New York and we
do not express any opinion herein concerning any law other than the law of the
State of New York and the federal law of the United States.
This opinion is being rendered solely for your benefit in connection
with your rendering an opinion to the Company in response to Exhibit 5 to form
S-1 under the Securities Act in connection with the registration of the Senior
Notes under the Securities Act and we hereby consent to your attaching this
opinion as an exhibit to such opinion. This opinion may not be relied upon for
any other purpose or furnished, used, circulated, quoted or otherwise referred
to for any other purpose without our prior written consent.
Very truly yours,
/s/ Shearman & Sterling
-----------------------------
SHEARMAN & STERLING
<PAGE>
Exhibit 5.2
18 November, 1996
To: Southern Investments UK plc
800 Park Avenue
Aztec West
Almondsbury
Bristol BS12 4SE
England
Dear Sirs:
We have acted as legal advisers as to English law to Southern
Investments UK plc, a public limited company incorporated under the laws of
England and Wales (the "Company"), in connection with the preparation of the
registration statement on Form S-1, filed by the Company under the U.S.
Securities Act of 1933, as amended, (the "Securities Act") with the U.S.
Securities and Exchange Commission (the "Commission") on the date hereof (the
"Registration Statement"), in connection with the issue by the Company of
U.S. $500,000,000 aggregate principal amount of the Company's Senior Notes due
2001 and Senior Notes due 2006 (together, the "Senior Notes") to be issued under
and governed by an Indenture (the "Indenture") between the Company and the
Bankers Trust Company, as trustee (the "Trustee"). The Senior Notes will be
represented by a global Note in bearer form (each a "Global Note" and together
the "Global Notes") which will be deposited on issue with Bankers Trust Company,
as depositary (the "Book-entry Depositary"), under a deposit agreement (the
"Deposit Agreement") between (inter alia) the Company and the Book-Entry
Depositary. The Book-Entry Depositary will issue one or more certificateless
depositary interests (the "CDIs") with respect to each series of the Senior
Notes to The Depository Trust Company ("DTC"), which will then record beneficial
interests in the Senior Notes. Beneficial interests in the Senior Notes that
will be shown on records maintained in book-entry form by DTC are referred to
herein as the Book-Entry Interests. Under certain circumstances as provided for
in the Indenture, holders of Book-Entry Interests will be entitled to receive
definitive Senior Notes in registered form (the "Definitive Registered Notes")
in exchange for their holdings of Book-Entry Interests. References herein to the
Senior Notes shall, unless the context otherwise requires, include the Global
Notes and the Definitive Registered Notes.
We have examined copies of:
(a) the Memorandum and Articles of Association of the Company;
(b) resolutions of the Board of Directors of the Company passed on 26th
July, 1996 and 21st October 1996;
(c) the Registration Statement;
(d) a draft dated 26th September, 1996 of the underwriting agreement
relating to the Senior Notes (the "Underwriting Agreement") entered
into by the Company and others;
(e) a draft dated 23rd October, 1996 of the Indenture;
(f) a draft dated 23rd October, 1996 of the First Supplemental Indenture
(the "First Supplemental Indenture") to be made between the Company
and the Trustee including the form of the Global Notes;
<PAGE>
To: Southern Investments UK plc 18th November 1996
Page: 2
(g) a draft dated 23rd October, 1996 of the Deposit Agreement; and
(h) a certificate of the Secretary dated 23rd September, 1996 to the
effect that the issue of the Senior Notes will not cause any limit on
borrowings to which the Company is subject to be exceeded.
Our opinion is confined solely to the laws of England.
The Underwriting Agreement, the Indenture, the First Supplemental
Indenture and the Deposit Agreement are or will be expressed to be governed by
the laws of the State of New York. We have made no investigation of such laws
and do not express or imply any opinion on such laws.
We have assumed that:
(i) each of the Underwriting Agreement, the Indenture, the First
Supplemental Indenture, the Deposit Agreement and the Global Notes has
been or will be executed and delivered in the form of the relevant
draft referred to above;
(ii) insofar as any obligation falls to be performed in any jurisdiction
outside England, its performance will not be illegal or ineffective by
virtue of the laws of that jurisdiction;
(iii) all signatures on the executed documents which, or copies of which, we
have examined are genuine;
(iv) each of the parties to the Underwriting Agreement, the Indenture, the
First Supplemental Indenture and the Deposit Agreement, other than the
Company, is able lawfully to enter into and to perform such agreement;
(v) the execution and delivery of the Underwriting Agreement, the
Indenture, the First Supplemental Indenture and the Deposit Agreement
have been duly authorized by each of the parties thereto, other than
the Company, and that such documents will be duly executed and
delivered by such parties (other than the Company);
(vi) each of the parties to the Underwriting Agreement, the Indenture, the
First Supplemental Indenture and the Deposit Agreement who is carrying
on, or purporting to carry on, investment business in the United
Kingdom is an authorised person or an exempted person under the
Financial Services Act 1986 (the "FSA");
(vii) the copy of the Memorandum and Articles of Association of the Company
referred to above is true and up-to-date, and the resolutions referred
to above were duly passed in accordance with the Articles of
Association of the Company;
(viii) the absence of any other arrangements between any of the parties to
the Underwriting Agreement, the Indenture, the First Supplemental
Indenture, the Deposit Agreement or the Senior Notes which modify or
supersede any of their terms;
(ix) the certificate referred to in paragraph (h) above is true and
accurate;
(x) all documents presented to us as originals are true and accurate and
all documents submitted to us as copies conform with the originals;
and
(xi) the terms of and documents relating to, the issue of the Senior Notes
will be duly approved by the Finance Committee of the Board of
Directors of the Company appointed pursuant to the resolutions
referred to in paragraph (b) above.
<PAGE>
To: Southern Investments UK plc 18th November 1996
Page: 3
On the basis of the foregoing, and having regard to such legal
considerations as we deem relevant and subject as set out below, we are of the
opinion that:
1. The Company is duly incorporated and validly existing as a public
company with limited liability under the laws of England, and has the
corporate power and authority under such laws to own, lease and
operate its properties and conduct its business as described in the
Registration Statement. We have on 18th September, 1996 made a search
at the Companies Registry which revealed no order or resolution for
the winding up of the Company and no notice of appointment of a
receiver or administrator. However, the search would not reveal
whether or not a winding up petition has been presented. Furthermore
it is possible that notice of a winding up order made or resolution
passed or a receiver or administrator appointed may not have been
filed at the Companies Registry immediately. We have also on 19th
September, 1996 made an inquiry of the Companies Court which has
informed us that it has on its central index no record of the
presentation of any winding up petition in respect of the Issuer. We
are assuming that there has been no change in this position since the
date on which the searches were made.
2. The Underwriting Agreement, the Indenture, the First Supplemental
Indenture and the Deposit Agreement have been duly authorised by the
Company. There is no reason, so far as English law is concerned, why
the Underwriting Agreement, the Indenture, the First Supplemental
Indenture and the Deposit Agreement should not, upon execution and
delivery thereof, constitute legal, valid, binding and enforceable
obligations of the Company. As used in this opinion, the term
"enforceable" means that each obligation or document is of a type and
form enforced by the English courts. It is not certain, however, that
each obligation or document will be enforced in accordance with its
terms in every circumstance, enforcement being subject to, inter alia,
the nature of the remedies available in the English courts, the
acceptance by such courts of jurisdiction, the power of such courts to
stay proceedings, the provisions of the Limitation Act 1980 and other
principles of law and equity of general application and all
limitations resulting from the laws of bankruptcy, insolvency,
liquidation or other laws affecting generally the enforcement of
creditors' rights.
3. The issue of the Senior Notes has been duly authorised by the Company.
There is no reason, so far as English law is concerned, why the Global
Notes (when executed, authenticated and delivered in the manner
described in the Indenture) should not constitute legal, valid
binding and enforceable obligations of the Company or why the
Definitive Registered Notes (when executed, authenticated and
delivered in the manner described in the Indenture) should not
constitute valid evidence of enforceable obligations of the Company.
4. The statements in the Registration Statement under the heading
"Certain Income Tax Considerations - UK Income Tax Considerations"
insofar as such statements constitute summaries of certain UK tax laws
and UK Inland Revenue practice, are correct in all material respects.
This opinion is subject to the following:
(a) There could be circumstances in which an English court would not treat
as conclusive those certificates and determinations which the
Underwriting Agreement, the Indenture, the First Supplements
Indenture, the Deposit Agreement and the Senior Notes state are to be
so treated.
(b) Any provision in the Underwriting Agreement, the Indenture, the First
Supplemental Indenture or the Deposit Agreement which involves an
indemnity for the costs of litigation is subject to the discretion of
the court to decide whether and to what extent a party to litigation
should be awarded the costs incurred by it in connection with the
litigation.
<PAGE>
To: Southern Investments UK plc 18th November 1996
Page: 4
(c) Any provision in any agreement which amounts to an undertaking to
assume the liability on account of the absence of payment of stamp
duty or an indemnity to pay stamp duty may be void.
(d) Any person who is not a party to an agreement may not be able to
enforce any provisions of that agreement which are expressed to be for
the benefit of that person.
(e) The Registration Statement has been issued by the Company who has
accepted responsibility for the information contained therein. Save to
the extent referred to in paragraph 4 above, we have not investigated
or verified the truth or accuracy of the information contained in the
Registration Statement, nor have we been responsible for ensuring that
no material information has been omitted from it.
(f) The effectiveness of terms exculpating a party from a liability or
duty otherwise owed are limited by law.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the use of our name under the headings "Certain
Income Tax Considerations - UK Income Tax Considerations" and "Legal Matters" in
the Registration Statement. In giving such consent we do not admit that we come
within the category of persons whose consent is required under Section 7 of the
Securities Act.
This opinion, which shall be construed in accordance with English law,
is given to the Company in connection with the issue of the Senior Notes. You
agree, by your acceptance of this opinion, that any proceedings which may be
brought by you against us in relation to this opinion shall only be brought in
the courts of England. You are requested not to give copies of this opinion to
others without our prior written permission except as referred to above.
Yours faithfully,
/s/ ALLEN & OVERY
<PAGE>
EXHIBIT 8.1
[LETTERHEAD OF TROUTMAN SANDERS LLP APPEARS HERE]
November 18, 1996
Southern Investments UK plc
800 Park Avenue
Aztec West
Almondsbury
Bristol BS12 4SE, England
Dear Sirs:
We are acting as counsel to Southern Investments UK plc (the "Company") in
connection with the preparation, authorization, execution and filing of a
registration statement on Form S-1 being filed on the date hereof with the
Securities and Exchange Commission (the "Commission") (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Act"), with
respect to the registration of Senior Notes of the Company (the "Senior Notes").
We have examined originals or copies, certified or otherwise identified to
our satisfaction, of such corporate records, agreements, documents and other
instruments and such certificates or comparable documents of public officials
and representatives of the Company, and have made such other and further
investigations, as we have deemed relevant and necessary as a basis for the
opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as certified or photostatic copies and the authenticity of the
originals of such latter documents.
Based on the foregoing, and subject to the qualifications and limitations
stated herein, we are of the opinion that the statements made in the
Registration Statement under the heading "Certain Income Tax Considerations--
U.S. Federal Income Tax Considerations," insofar as they purport to constitute
summaries of matters of certain U.S. federal income tax laws and regulations,
are confirmed in all material respects.
<PAGE>
Southern Investments UK plc
November 18, 1996
Page 2
We are members of the Bar of the State of Georgia and we do not express any
opinion herein concerning any law other than the federal law of the United
States.
We hereby consent to the use of our name under the caption "US Federal
Income Tax Considerations" in the Prospectus forming part of the Registration
Statement and to the filing, as an exhibit to the Registration Statement, of
this opinion. In giving the foregoing consent, we do not hereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Commission thereunder.
This opinion is rendered solely for your benefit in connection with the
transactions described above. This opinion may not be used or relied upon by any
other person and may not be disclosed, quoted, filed with a governmental agency
or otherwise referred to without our prior written consent, except as noted
above.
Very truly yours,
/s/ Troutman Sanders LLP
-----------------------------
TROUTMAN SANDERS LLP
<PAGE>
Exhibit 8.2
18 November, 1996
To: Southern Investments UK plc
800 Park Avenue
Aztec West
Almondsbury
Bristol BS12 4SE
England
Dear Sirs:
We have acted as legal advisers as to English law to Southern
Investments UK plc, a public limited company incorporated under the laws of
England and Wales (the "Company"), in connection with the preparation of the
registration statement on Form S-1, filed by the Company under the U.S.
Securities Act of 1933, as amended, (the "Securities Act") with the U.S.
Securities and Exchange Commission (the "Commission") on the date hereof (the
"Registration Statement"), in connection with the issue by the Company of
U.S. $500,000,000 aggregate principal amount of the Company's Senior Notes due
2001 and Senior Notes due 2006 (together, the "Senior Notes") to be issued under
and governed by an Indenture (the "Indenture") between the Company and the
Bankers Trust Company, as trustee (the "Trustee"). The Senior Notes will be
represented by a global Note in bearer form (each a "Global Note" and together
the "Global Notes") which will be deposited on issue with Bankers Trust Company,
as depositary (the "Book-entry Depositary"), under a deposit agreement (the
"Deposit Agreement") between (inter alia) the Company and the Book-Entry
Depositary. The Book-Entry Depositary will issue one or more certificateless
depositary interests (the "CDIs") with respect to each series of the Senior
Notes to The Depository Trust Company ("DTC"), which will then record beneficial
interests in the Senior Notes. Beneficial interests in the Senior Notes that
will be shown on records maintained in book-entry form by DTC are referred to
herein as the Book-Entry Interests. Under certain circumstances as provided for
in the Indenture, holders of Book-Entry Interests will be entitled to receive
definitive Senior Notes in registered form (the "Definitive Registered Notes")
in exchange for their holdings of Book-Entry Interests. References herein to the
Senior Notes shall, unless the context otherwise requires, include the Global
Notes and the Definitive Registered Notes.
We have examined copies of:
(a) the Memorandum and Articles of Association of the Company;
(b) resolutions of the Board of Directors of the Company passed on 26th
July, 1996 and 21st October 1996;
(c) the Registration Statement;
(d) a draft dated 26th September, 1996 of the underwriting agreement
relating to the Senior Notes (the "Underwriting Agreement") entered
into by the Company and others;
(e) a draft dated 23rd October, 1996 of the Indenture;
(f) a draft dated 23rd October, 1996 of the First Supplemental Indenture
(the "First Supplemental Indenture") to be made between the Company
and the Trustee including the form of the Global Notes;
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To: Southern Investments UK plc 18th November 1996
Page: 2
(g) a draft dated 23rd October, 1996 of the Deposit Agreement; and
(h) a certificate of the Secretary dated 23rd September, 1996 to the
effect that the issue of the Senior Notes will not cause any limit on
borrowings to which the Company is subject to be exceeded.
Our opinion is confined solely to the laws of England.
The Underwriting Agreement, the Indenture, the First Supplemental
Indenture and the Deposit Agreement are or will be expressed to be governed by
the laws of the State of New York. We have made no investigation of such laws
and do not express or imply any opinion on such laws.
We have assumed that:
(i) each of the Underwriting Agreement, the Indenture, the First
Supplemental Indenture, the Deposit Agreement and the Global Notes has
been or will be executed and delivered in the form of the relevant
draft referred to above;
(ii) insofar as any obligation falls to be performed in any jurisdiction
outside England, its performance will not be illegal or ineffective by
virtue of the laws of that jurisdiction;
(iii) all signatures on the executed documents which, or copies of which, we
have examined are genuine;
(iv) each of the parties to the Underwriting Agreement, the Indenture, the
First Supplemental Indenture and the Deposit Agreement, other than the
Company, is able lawfully to enter into and to perform such agreement;
(v) the execution and delivery of the Underwriting Agreement, the
Indenture, the First Supplemental Indenture and the Deposit Agreement
have been duly authorized by each of the parties thereto, other than
the Company, and that such documents will be duly executed and
delivered by such parties (other than the Company);
(vi) each of the parties to the Underwriting Agreement, the Indenture, the
First Supplemental Indenture and the Deposit Agreement who is carrying
on, or purporting to carry on, investment business in the United
Kingdom is an authorised person or an exempted person under the
Financial Services Act 1986 (the "FSA");
(vii) the copy of the Memorandum and Articles of Association of the Company
referred to above is true and up-to-date, and the resolutions referred
to above were duly passed in accordance with the Articles of
Association of the Company;
(viii) the absence of any other arrangements between any of the parties to
the Underwriting Agreement, the Indenture, the First Supplemental
Indenture, the Deposit Agreement or the Senior Notes which modify or
supersede any of their terms;
(ix) the certificate referred to in paragraph (h) above is true and
accurate;
(x) all documents presented to us as originals are true and accurate and
all documents submitted to us as copies conform with the originals;
and
(xi) the terms of and documents relating to, the issue of the Senior Notes
will be duly approved by the Finance Committee of the Board of
Directors of the Company appointed pursuant to the resolutions
referred to in paragraph (b) above.
2
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To: Southern Investments UK plc 18th November 1996
Page: 3
On the basis of the foregoing, and having regard to such legal
considerations as we deem relevant and subject as set out below, we are of the
opinion that:
1. The Company is duly incorporated and validly existing as a public
company with limited liability under the laws of England, and has the
corporate power and authority under such laws to own, lease and
operate its properties and conduct its business as described in the
Registration Statement. We have on 18th September, 1996 made a search
at the Companies Registry which revealed no order or resolution for
the winding up of the Company and no notice of appointment of a
receiver or administrator. However, the search would not reveal
whether or not a winding up petition has been presented. Furthermore
it is possible that notice of a winding up order made or resolution
passed or a receiver or administrator appointed may not have been
filed at the Companies Registry immediately. We have also on 19th
September, 1996 made an inquiry of the Companies Court which has
informed us that it has on its central index no record of the
presentation of any winding up petition in respect of the Issuer. We
are assuming that there has been no change in this position since the
date on which the searches were made.
2. The Underwriting Agreement, the Indenture, the First Supplemental
Indenture and the Deposit Agreement have been duly authorised by the
Company. There is no reason, so far as English law is concerned, why
the Underwriting Agreement, the Indenture, the First Supplemental
Indenture and the Deposit Agreement should not, upon execution and
delivery thereof, constitute legal, valid, binding and enforceable
obligations of the Company. As used in this opinion, the term
"enforceable" means that each obligation or document is of a type and
form enforced by the English courts. It is not certain, however, that
each obligation or document will be enforced in accordance with its
terms in every circumstance, enforcement being subject to, inter alia,
the nature of the remedies available in the English courts, the
acceptance by such courts of jurisdiction, the power of such courts to
stay proceedings, the provisions of the Limitation Act 1980 and other
principles of law and equity of general application and all
limitations resulting from the laws of bankruptcy, insolvency,
liquidation or other laws affecting generally the enforcement of
creditors' rights.
3. The issue of the Senior Notes has been duly authorised by the Company.
There is no reason, so far as English law is concerned, why the Global
Notes (when executed, authenticated and delivered in the manner
described in the Indenture) should not constitute legal, valid
binding and enforceable obligations of the Company or why the
Definitive Registered Notes (when executed, authenticated and
delivered in the manner described in the Indenture) should not
constitute valid evidence of enforceable obligations of the Company.
4. The statements in the Registration Statement under the heading
"Certain Income Tax Considerations - UK Income Tax Considerations"
insofar as such statements constitute summaries of certain UK tax laws
and UK Inland Revenue practice, are correct in all material respects.
This opinion is subject to the following:
(a) There could be circumstances in which an English court would not treat
as conclusive those certificates and determinations which the
Underwriting Agreement, the Indenture, the First Supplements
Indenture, the Deposit Agreement and the Senior Notes state are to be
so treated.
(b) Any provision in the Underwriting Agreement, the Indenture, the First
Supplemental Indenture or the Deposit Agreement which involves an
indemnity for the costs of litigation is subject to the discretion of
the court to decide whether and to what extent a party to litigation
should be awarded the costs incurred by it in connection with the
litigation.
3
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To: Southern Investments UK plc 18th November 1996
Page: 4
(c) Any provision in any agreement which amounts to an undertaking to
assume the liability on account of the absence of payment of stamp
duty or an indemnity to pay stamp duty may be void.
(d) Any person who is not a party to an agreement may not be able to
enforce any provisions of that agreement which are expressed to be for
the benefit of that person.
(e) The Registration Statement has been issued by the Company who has
accepted responsibility for the information contained therein. Save to
the extent referred to in paragraph 4 above, we have not investigated
or verified the truth or accuracy of the information contained in the
Registration Statement, nor have we been responsible for ensuring that
no material information has been omitted from it.
(f) The effectiveness of terms exculpating a party from a liability or
duty otherwise owed are limited by law.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the use of our name under the headings "Certain
Income Tax Considerations - UK Income Tax Considerations" and "Legal Matters" in
the Registration Statement. In giving such consent we do not admit that we come
within the category of persons whose consent is required under Section 7 of the
Securities Act.
This opinion, which shall be construed in accordance with English law,
is given to the Company in connection with the issue of the Senior Notes. You
agree, by your acceptance of this opinion, that any proceedings which may be
brought by you against us in relation to this opinion shall only be brought in
the courts of England. You are requested not to give copies of this opinion to
others without our prior written permission except as referred to above.
Yours faithfully,
/s/ ALLEN & OVERY
4
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our reports
dated July 25, 1996 on the financial statements of SOUTHERN INVESTMENTS UK PLC
AND SUBSIDIARIES (Successor Company) and the related financial statement
schedule included in this registration statement.
Arthur Andersen
Bristol, England
November 18, 1996
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the references to our firm under the caption "Experts" and to
the use of our reports dated August 27, 1996 with respect to the financial
statements of South Western Electricity plc (Predecessor Company) in
this Registration Statement of Southern Investments UK plc for the registration
of $8,000,000 of its Senior Notes due 2001 and $12,000,000 of its Senior
Notes Due 2006.
ERNST & YOUNG
Chartered Accountants
Bristol, England
November 18, 1996
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our reports
dated August 27, 1996 on the financial statements of SOUTH WESTERN ELECTRICITY
PLC AND SUBSIDIARIES (Predecessor Company) and the related financial statement
schedule included in this registration statement.
Arthur Andersen
Bristol, England
November 18, 1996
