<PAGE>
Exhibit 5.1
June 14, 2000
Global Crossing Ltd.
Wessex House
45 Reid Street
Hamilton HM12, Bermuda
Ladies and Gentlemen:
We have acted as counsel to Global Crossing Ltd., a company organized under
the laws of Bermuda (the "Company"), in connection with the Registration
Statement on Form S-8 (the "Registration Statement") being filed by the Company
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, relating to the issuance by the Company of
deferred compensation obligations (the "Obligations"). The Obligations will be
issued pursuant to The Global Crossing Ltd. Deferred Compensation Plan for
Directors and The Global Crossing Ltd. Deferred Compensation Plan for Executives
(collectively, the "Plans").
We have examined the Registration Statement and the Plans, which have been
filed with the Commission as exhibits to the Registration Statement. In
addition, we have examined, and have relied as to matters of fact upon, the
originals, or duplicates or certified or conformed copies, of such corporate
records, agreements, documents and other instruments and such certificates or
comparable documents of public officials and of officers 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 opinion 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 duplicates or certified or conformed copies, and the
authenticity of the originals of such latter documents.
We have further assumed, with your consent and without independent
investigation or inquiry, that (i) the Company was duly organized and is validly
existing
<PAGE>
GLOBAL CROSSING LTD. -2- June 14,2000
under the laws of Bermuda, (ii) the Company has the power and authority to
execute the Plans and to take all actions contemplated to be taken by it
thereunder, including the issuance of the Obligations, (iii) prior to the
issuance of the Obligations, the Company will have duly authorized and executed
the Plans in accordance with its organizational documents and the laws of
Bermuda, (iv) neither the Plan nor any action contemplated to be taken by the
Company under the Plan, including the issuance of the Obligations, will violate
the laws of Bermuda or any other applicable laws (excepting the laws of the
State of New York and the Federal laws of the United States) and (v) neither the
Plan nor any action contemplated to be taken by the Company under the Plan,
including the issuance of the Obligations, will constitute a breach or violation
of any agreement or instrument which is binding upon the Company.
Based upon the foregoing, and subject to the qualifications and limitations
stated herein, we are of the opinion that, when the Obligations have been duly
issued in accordance with the terms of the Plans, the Obligations will
constitute valid and legally binding obligations of the Company enforceable
against the Company in accordance with their terms.
Our opinion set forth above is subject to the effects of bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other similar
laws relating to or affecting creditors' rights generally, general equitable
principles (whether considered in a proceeding in equity or at law), an implied
covenant of good faith and fair dealing and (iv) the effects of the possible
judicial application of foreign laws or foreign governmental or judicial action
affecting creditors' rights.
We are members of the Bar of 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.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to
the Registration Statement.
Very truly yours,
SIMPSON THACHER & BARTLETT
