<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 27, 1998
REGISTRATION NO. 333-57325
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 3
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
CHILES OFFSHORE LLC
(Exact Name of Co-Registrant as Specified in Its Charter)
<TABLE>
<S> <C>
DELAWARE 76-0547408
(State or Other Jurisdiction (I.R.S. Employer
of Identification No.)
Incorporation or Organization)
</TABLE>
<TABLE>
<S> <C> <C>
Reg. No. 333-57325-01 Reg. No. 333-57325-02 Reg. No. 333-57325-03
CHILES OFFSHORE FINANCE CORP. CHILES COLUMBUS LLC CHILES MAGELLAN LLC
(Exact Name of Co-Registrant as (Exact Name of Co-Registrant as (Exact Name of Co-Registrant as
Specified in its Charter) Specified in its Charter) Specified in its Charter)
DELAWARE DELAWARE DELAWARE
(State or other jurisdiction of (State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization) incorporation or organization)
76-0568691 76-0568690 76-0568689
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
1381
(Primary Standard Industrial
Classification Code Number)
</TABLE>
<TABLE>
<S> <C>
WILLIAM E. CHILES
11200 WESTHEIMER, SUITE 410 11200 WESTHEIMER, SUITE 410
HOUSTON, TEXAS 77042 HOUSTON, TEXAS 77042
(713) 339-3777 (713) 339-3777
(Address, including Zip Code, and Telephone Number, (Name, Address, including Zip Code, and Telephone Number,
including Area Code, of Co-Registrants' Principal Executive including Area Code, of Agent for Service)
Offices)
</TABLE>
COPY TO:
JAMES L. RICE III
WEIL, GOTSHAL & MANGES LLP
700 LOUISIANA, SUITE 1600
HOUSTON, TEXAS 77002
------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, 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, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / / __________________
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
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. / / __________________
------------------------------
THE CO-REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE CO-REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE
This Amendment No. 3 to Registration Statement No. 333-57325 on Form S-4 is
being filed for the sole purpose of filing Exhibit 5.1 to such Registration
Statement.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------ --------------------------------------------------------------------------
<C> <S>
*3.1 Limited Liability Company Certificate of Chiles Offshore LLC
*3.2 Amended and Restated Operating Agreement, dated as of December 16, 1997,
among the Members of Chiles Offshore LLC
*3.3 Amendment No. 1, dated effective as of April 28, 1998, to Amended and
Restated Operating Agreement of Chiles Offshore LLC, among the Members
of Chiles Offshore LLC
*3.4 Certificate of Incorporation of Chiles Offshore Finance Corp.
*3.5 Bylaws of Chiles Offshore Finance Corp.
*3.6 Certificate of Formation of Chiles Columbus LLC
*3.7 Limited Liability Company Agreement of Chiles Columbus LLC
*3.8 Certificate of Formation of Chiles Magellan LLC
*3.9 Limited Liability Company Agreement of Chiles Magellan LLC
*4.1 Indenture, dated as of April 29, 1998, among the Issuers, the Owners and
U.S. Bank Trust National Association, as Trustee
*4.2 Form of Old Note (included in Exhibit 4.1 as Exhibit A thereto)
*4.3 Form of New Note (included in Exhibit 4.1 as Exhibit B thereto)
*4.4 Registration Rights Agreement, dated as of April 29, 1998, among the
Issuers, the Owners and the Initial Purchasers
*4.5 Purchase Agreement, dated April 24, 1998, among the Issuers, the Owners
and the Initial Purchasers, relating to the Old Notes
+5.1 Opinion and consent of Weil, Gotshal & Manges LLP, counsel for the
Company, as to certain securities registered hereby
*10.1 Credit Agreement, dated as of April 29, 1998, by and among the Company,
Nederlandse Scheepshypotheek Bank N.V. ("Nedship") and MeesPierson
Capital Corp. ("MeesPierson"), as co-arrangers, the banks and financial
institutions named therein, Nedship, as documentation agent and security
trustee, and MeesPierson, as administrative agent and paying agent
*10.2 Platform Construction Agreement, dated April 30, 1997, between Chiles
Offshore Inc. and AMFELS, Inc., relating to the CHILES COLUMBUS
*10.3 Assignment and Assumption and Consent to Assignment, dated as of August 5,
1997, among the Company, COI, LLC and AMFELS, Inc.
*10.4 Platform Construction Agreement, dated August 5, 1997, between Chiles
Offshore LLC and AMFELS, Inc., relating to the CHILES MAGELLAN
*10.5 Assignment, Assumption, Acknowledgement and Consent Agreement, dated as of
April 23, 1998, among the Company, the Owners and AMFELS, Inc.
*10.6 Agreement, dated December 18, 1997, between the Company and AMFELS, Inc.
concerning Construction Options for the Option Rigs
*10.7 Chiles Offshore LLC 1998 Equity Option Plan
*10.8 Escrow Agreement, dated as of April 29, 1998, among U.S. Bank Trust
National Association, as Escrow Agent, Trustee and Collateral Agent, and
the Issuers
*10.9 Escrow Security Agreement, dated as of April 29, 1998, among U.S. Bank
Trust National Association, as Collateral Agent, and the Issuers
*10.10 Securities Intermediary and Account Agreement, dated as of April 29, 1998,
among U.S. Bank Trust National Association, as Securities Intermediary,
Trustee and Collateral Agent, and the Issuers
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------ --------------------------------------------------------------------------
<C> <S>
*10.11 Employment Agreement, dated as of November 1, 1997, between the Company
and William E. Chiles
*10.12 Management and Administrative Services Agreement, dated as of February 27,
1998, between the Company and SEACOR SMIT Inc.
*12.1 Statement Re Computation of Ratio of Earnings to Fixed Charges
*21.1 Subsidiaries of the Company
*23.1 Consent of Arthur Andersen LLP
*23.2 Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.1)
*24.1 Powers of Attorney
*25.1 Form T-1 of U.S. Bank Trust National Association, as Trustee under the
Indenture filed as Exhibit 4.1
*27.1 Financial Data Schedule
*99.1 Form of Letter of Transmittal
*99.2 Form of Notice of Guaranteed Delivery
</TABLE>
- ------------------------
* Previously filed.
+ Filed herewith.
(b) Financial Statement Schedules
Not applicable.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Co-Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Houston,
State of Texas, on the 27th day of August, 1998.
<TABLE>
<S> <C> <C>
CHILES OFFSHORE LLC
By: /s/ DICK H. FAGERSTAL
-----------------------------------------
Dick H. Fagerstal
SENIOR VICE PRESIDENT, CHIEF FINANCIAL
OFFICER AND SECRETARY
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on the 27th day of August, 1998 by the
following persons in the capacities indicated:
SIGNATURE TITLE
- ------------------------------ --------------------------
President and Chief
* Executive Officer
- ------------------------------ (Principal Executive
William E. Chiles Officer) and Manager
Senior Vice President,
/s/ DICK H. FAGERSTAL Chief Financial Officer
- ------------------------------ and Secretary (Principal
Dick H. Fagerstal Financial Officer) and
Manager
Vice President--Controller
* and Assistant Secretary
- ------------------------------ (Principal Accounting
William A. Thorogood Officer)
*
- ------------------------------ Chairman of the Management
Charles Fabrikant Committee
*
- ------------------------------ Manager
Randall Blank
*
- ------------------------------ Manager
Timothy J. McKeand
*
- ------------------------------ Manager
Robert Pierot, Jr.
*
- ------------------------------ Manager
Jonathan B. Fairbanks
<TABLE>
<S> <C>
*By: /s/ DICK H. FAGERSTAL
---------------------------------------
Dick H. Fagerstal
ATTORNEY-IN-FACT
</TABLE>
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Co-Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Houston,
State of Texas, on the 27th day of August, 1998.
<TABLE>
<S> <C> <C>
CHILES OFFSHORE FINANCE CORP.
By: /s/ DICK H. FAGERSTAL
-----------------------------------------
Dick H. Fagerstal
SENIOR VICE PRESIDENT, CHIEF FINANCIAL
OFFICER AND SECRETARY
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on the 27th day of August, 1998 by the
following persons in the capacities indicated:
SIGNATURE TITLE
- ------------------------------ --------------------------
President and Chief
* Executive Officer
- ------------------------------ (Principal Executive
William E. Chiles Officer) and Director
Senior Vice President,
/s/ DICK H. FAGERSTAL Chief Financial Officer
- ------------------------------ and Secretary (Principal
Dick H. Fagerstal Financial Officer) and
Director
Vice President--Controller
* and Assistant Secretary
- ------------------------------ (Principal Accounting
William A. Thorogood Officer)
*
- ------------------------------ Director
Charles Fabrikant
*
- ------------------------------ Director
Randall Blank
*
- ------------------------------ Director
Timothy J. McKeand
*
- ------------------------------ Director
Robert Pierot, Jr.
*
- ------------------------------ Director
Jonathan B. Fairbanks
<TABLE>
<S> <C>
*By: /s/ DICK H. FAGERSTAL
---------------------------------------
Dick H. Fagerstal
ATTORNEY-IN-FACT
</TABLE>
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Co-Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Houston,
State of Texas, on the 27th day of August, 1998.
<TABLE>
<S> <C> <C>
CHILES COLUMBUS LLC
By: /s/ DICK H. FAGERSTAL
-----------------------------------------
Dick H. Fagerstal
SENIOR VICE PRESIDENT, CHIEF FINANCIAL
OFFICER AND SECRETARY
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on the 27th day of August, 1998 by the
following persons in the capacities indicated:
SIGNATURE TITLE
- ------------------------------ --------------------------
President and Chief
Executive Officer
(Principal Executive
* Officer) and President
- ------------------------------ and Chief Executive
William E. Chiles Officer of Chiles
Offshore LLC, the sole
Manager
Senior Vice President,
/s/ DICK H. FAGERSTAL Chief Financial Officer
- ------------------------------ and Secretary (Principal
Dick H. Fagerstal Financial Officer)
Vice President--Controller
* and Assistant Secretary
- ------------------------------ (Principal Accounting
William A. Thorogood Officer)
<TABLE>
<S> <C>
*By: /s/ DICK H. FAGERSTAL
---------------------------------------
Dick H. Fagerstal
ATTORNEY-IN-FACT
</TABLE>
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Co-Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Houston,
State of Texas, on the 27th day of August, 1998.
<TABLE>
<S> <C> <C>
CHILES MAGELLAN LLC
By: /s/ DICK H. FAGERSTAL
-----------------------------------------
Dick H. Fagerstal
SENIOR VICE PRESIDENT, CHIEF FINANCIAL
OFFICER AND SECRETARY
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on the 27th day of August, 1998 by the
following persons in the capacities indicated:
SIGNATURE TITLE
- ------------------------------ --------------------------
President and Chief
Executive Officer
(Principal Executive
* Officer) and President
- ------------------------------ and Chief Executive
William E. Chiles Officer of Chiles
Offshore LLC, the sole
Manager
Senior Vice President,
/s/ DICK H. FAGERSTAL Chief Financial Officer
- ------------------------------ and Secretary (Principal
Dick H. Fagerstal Financial Officer)
Vice President--Controller
* and Assistant Secretary
- ------------------------------ (Principal Accounting
William A. Thorogood Officer)
<TABLE>
<S> <C>
*By: /s/ DICK H. FAGERSTAL
---------------------------------------
Dick H. Fagerstal
ATTORNEY-IN-FACT
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------ --------------------------------------------------------------------------
<C> <S>
*3.1 Limited Liability Company Certificate of Chiles Offshore LLC
*3.2 Amended and Restated Operating Agreement, dated as of December 16, 1997,
among the Members of Chiles Offshore LLC
*3.3 Amendment No. 1, dated effective as of April 28, 1998, to Amended and
Restated Operating Agreement of Chiles Offshore LLC, among the Members
of Chiles Offshore LLC
*3.4 Certificate of Incorporation of Chiles Offshore Finance Corp.
*3.5 Bylaws of Chiles Offshore Finance Corp.
*3.6 Certificate of Formation of Chiles Columbus LLC
*3.7 Limited Liability Company Agreement of Chiles Columbus LLC
*3.8 Certificate of Formation of Chiles Magellan LLC
*3.9 Limited Liability Company Agreement of Chiles Magellan LLC
*4.1 Indenture, dated as of April 29, 1998, among the Issuers, the Owners and
U.S. Bank Trust National Association, as Trustee
*4.2 Form of Old Note (included in Exhibit 4.1 as Exhibit A thereto)
*4.3 Form of New Note (included in Exhibit 4.1 as Exhibit B thereto)
*4.4 Registration Rights Agreement, dated as of April 29, 1998, among the
Issuers, the Owners and the Initial Purchasers
*4.5 Purchase Agreement, dated April 24, 1998, among the Issuers, the Owners
and the Initial Purchasers, relating to the Old Notes
+5.1 Opinion and consent of Weil, Gotshal & Manges LLP, counsel for the
Company, as to certain securities registered hereby
*10.1 Credit Agreement, dated as of April 29, 1998, by and among the Company,
Nederlandse Scheepshypotheek Bank N.V. ("Nedship") and MeesPierson
Capital Corp. ("MeesPierson"), as co-arrangers, the banks and financial
institutions named therein, Nedship, as documentation agent and security
trustee, and MeesPierson, as administrative agent and paying agent
*10.2 Platform Construction Agreement, dated April 30, 1997, between Chiles
Offshore Inc. and AMFELS, Inc., relating to the CHILES COLUMBUS
*10.3 Assignment and Assumption and Consent to Assignment, dated as of August 5,
1997, among the Company, COI, LLC and AMFELS, Inc.
*10.4 Platform Construction Agreement, dated August 5, 1997, between Chiles
Offshore LLC and AMFELS, Inc., relating to the CHILES MAGELLAN
*10.5 Assignment, Assumption, Acknowledgement and Consent Agreement, dated as of
April 23, 1998, among the Company, the Owners and AMFELS, Inc.
*10.6 Agreement, dated December 18, 1997, between the Company and AMFELS, Inc.
concerning Construction Options for the Option Rigs
*10.7 Chiles Offshore LLC 1998 Equity Option Plan
*10.8 Escrow Agreement, dated as of April 29, 1998, among U.S. Bank Trust
National Association, as Escrow Agent, Trustee and Collateral Agent, and
the Issuers
*10.9 Escrow Security Agreement, dated as of April 29, 1998, among U.S. Bank
Trust National Association, as Collateral Agent, and the Issuers
*10.10 Securities Intermediary and Account Agreement, dated as of April 29, 1998,
among U.S. Bank Trust National Association, as Securities Intermediary,
Trustee and Collateral Agent, and the Issuers
*10.11 Employment Agreement, dated as of November 1, 1997, between the Company
and William E. Chiles
*10.12 Management and Administrative Services Agreement, dated as of February 27,
1998, between the Company and SEACOR SMIT Inc.
*12.1 Statement Re Computation of Ratio of Earnings to Fixed Charges
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------ --------------------------------------------------------------------------
<C> <S>
*21.1 Subsidiaries of the Company
*23.1 Consent of Arthur Andersen LLP
*23.2 Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.1)
*24.1 Powers of Attorney
*25.1 Form T-1 of U.S. Bank Trust National Association, as Trustee under the
Indenture filed as Exhibit 4.1
*27.1 Financial Data Schedule
*99.1 Form of Letter of Transmittal
*99.2 Form of Notice of Guaranteed Delivery
</TABLE>
- ------------------------
* Previously filed.
+ Filed herewith.
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF WEIL, GOTSHAL & MANGES LLP]
August 6, 1998
Chiles Offshore LLC
Chiles Offshore Finance Corp.
Chiles Columbus LLC
Chiles Magellan LLC
11200 Westheimer, Suite 410
Houston, Texas 77042
Ladies and Gentlemen:
We have acted as counsel to Chiles Offshore LLC, a Delaware limited
liability company (the "Company"), and Chiles Offshore Finance Corp., a Delaware
corporation and wholly owned subsidiary of the Company ("Finance Corp." and,
together with the Company, the "Issuers"), and Chiles Columbus LLC, a Delaware
limited liability company and wholly owned subsidiary of the Company
("Columbus"), and Chiles Magellan LLC, a Delaware limited liability company and
wholly owned subsidiary of the Company ("Magellan" and, together with Columbus,
the "Subsidiary Guarantors"), in connection with the preparation and filing by
the Issuers and the Subsidiary Guarantors of a Registration Statement on Form
S-4 (Registration No. 333-57325) (as amended to date, the "Registration
Statement"), initially filed with the Securities and Exchange Commission on June
19, 1998 under the Securities Act of 1933, as amended, relating to $110,000,000
in aggregate principal amount of 10% Senior Notes due 2008 (the "New Notes") of
the Issuers that may be issued in exchange for a like principal amount of the
issued and outstanding 10% Senior Notes due 2008 (the "Old Notes") of the
Issuers. The Issuers propose to offer, upon the terms set forth in the
Registration Statement, to exchange $1,000 principal amount of New Notes for
each $1,000 principal amount of Old Notes (the "Exchange Offer"). The Subsidiary
Guarantors will fully and unconditionally guarantee (the "Guarantees") the New
Notes on an unsecured senior basis. The New Notes and Guarantees will be offered
under an Indenture dated as of April 29, 1998 (the "Indenture") among the
Issuers, the Subsidiary Guarantors and U.S. Bank Trust National Association, as
Trustee (the "Trustee"). Capitalized terms defined in the Registration Statement
and not otherwise defined herein are used herein as so defined.
In so acting, we have examined originals or copies, certified or otherwise
identified to our satisfaction, of (i) the Indenture, (ii) the Registration
Statement, (iii) the form of New Note filed as an exhibit to the Registration
Statement, (iv) the form of Guarantee contained in the form of New Note filed as
an exhibit to the Registration Statement and (v) such other corporate records,
agreements, documents and other instruments, and such certificates or comparable
documents of public officials and of officers and representatives of the Issuers
and the Subsidiary Guarantors, and we have made such inquiries of such officers
and representatives, 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, conformed or photostatic copies and the
authenticity of the originals of such latter documents. As to all questions of
fact material to this opinion that have not been independently established, we
have relied upon certificates or comparable documents of officers and
representatives of the Issuers and the Subsidiary Guarantors, and upon the
representations and warranties of the Issuers and the Subsidiary Guarantors
contained in the Indenture.
Based on the foregoing, and subject to the qualifications stated herein, we
are of the opinion that:
<PAGE>
1. Assuming that the Indenture has been duly authorized, executed and
delivered by the parties thereto (other than the Issuers and the Subsidiary
Guarantors), when (i) the New Notes upon consummation of the Exchange Offer have
been duly executed by the Issuers and authenticated by the Trustee therefor in
accordance with the terms of the Indenture and (ii) the New Notes issuable upon
consummation of the Exchange Offer have been duly delivered against receipt of
Old Notes surrendered in exchange therefor, the New Notes issuable upon
consummation of the Exchange Offer will constitute the legal, valid and binding
obligations of the Issuers, enforceable against them in accordance with their
terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and similar laws affecting creditors' rights and
remedies generally, and subject, as to enforceability, to general principles of
equity, including principles of commercial reasonableness, good faith and fair
dealing (regardless of whether enforcement is sought in a proceeding at law or
in equity), and subject to the qualification that we express no opinion as to
the effect on the New Notes of the laws of any jurisdiction other than the State
of New York, including laws which limit the rates of interest legally chargeable
or collectible.
2. Assuming that the Indenture has been duly authorized, executed and
delivered by the parties thereto (other than the Issuers and the Subsidiary
Guarantors) and that the Guarantees of New Notes upon consummation of the
Exchange Offer have been duly executed and delivered by the Subsidiary
Guarantors, when (i) the New Notes upon consummation of the Exchange Offer have
been duly executed by the Issuers and authenticated by the Trustee therefor in
accordance with the terms of the Indenture and (ii) the New Notes issuable upon
consummation of the Exchange Offer have been duly delivered against receipt of
Old Notes surrendered in exchange therefor, the Guarantees of New Notes issuable
upon consummation of the Exchange Offer will constitute the legal, valid and
binding obligations of the Subsidiary Guarantors, enforceable against them in
accordance with their terms, subject to applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and similar laws affecting
creditors' rights and remedies generally, and subject, as to enforceability, to
general principles of equity, including principles of commercial reasonableness,
good faith and fair dealing (regardless of whether enforcement is sought in a
proceeding at law or in equity), and subject to the qualification that we
express no opinion as to the effect on the Guarantees of New Notes of the laws
of any jurisdiction other than the State of New York, including laws which limit
the rates of interest legally chargeable or collectible.
The opinions expressed herein are limited to the laws of the State of New
York, the corporate laws of the state of Delaware and the federal laws of the
United States, and we express no opinion as to the effect on the matters covered
by this letter of the laws of any other jurisdiction.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and the reference to this firm under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement.
Very truly yours,
/S/ WEIL, GOTSHAL & MANGES LLP
2
