Exhibit 5.1
December__, 2000
TownPagesNet.com plc
11 Market Square
Alton, Hampshire GU34 1HD
Ladies and Gentlemen:
1. We have acted as English law advisers to TownPagesNet.com plc, a public
company limited by shares incorporated under the laws of England and
Wales, in connection with:
1.1 an offer ("Offer") by selling stockholders of ordinary shares of the
Company, 1p per share nominal value ("Shares"), which have been registered
under the US Securities Act of 1933, as amended, pursuant to a
registration statement on Form F-3 of the Company filed with the
Securities and Exchange Commission on December 14, 2000 ("Registration
Statement").
2. For the purposes of giving this opinion we have examined originals or
copies, certified or otherwise identified to our satisfaction, such
corporate records, agreements, documents and other instruments and such
other certificates or comparable documents of public officials and of
officers and representatives of the Company, as we have deemed relevant
and necessary as a basis for the opinions hereinafter set forth including
in particular:
2.1 the Memorandum of Association of the Company ("Memorandum") and
Articles of Association of the Company ("Articles") as are in effect at
the date of this opinion;
2.2 a copy of minutes of a meeting dated December __, 2000 of the Board of
Directors of the Company evidencing the Board of Directors' approval of
the Company of the Registration Statement describing the Offer and the
transactions contemplated thereby.
3. In such examination and thus in giving this opinion, we have assumed:
3.1 that all documents submitted to us as copies conform to the originals;
3.2 that there have been no amendments to the Memorandum or the Articles
from the form we have reviewed;
3.3 that the resolutions of the Board of Directors of the Company referred to
in paragraph 2.2 above have not been amended or rescinded and are in full
force and effect;
3.4 that the Company has not passed a members' voluntary resolution for the
winding up of the Company, no petition has been presented or order made by
a court for the winding up, dissolution or administration of the Company,
and no receiver, trustee, administrator or
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similar officer has been appointed in relation to the Company or any of
its assets or revenues. In that respect, we confirm that we carried out:
3.4.1. a search in the Companies Registry on December __, 2000
against the Company and at the time of the search, it revealed no
evidence of any such event occurring; and
3.4.2. a telephone search at the Central Registry of Winding Up
Petitions against the Company on December __, 2000 which revealed
no evidence of such events occurring.
3.5 that where any consents, directions, authorizations, approvals or
instructions have to be obtained under any statute, by-law, ordinance,
decree or other regulation or practice in respect of the Shares, they have
been obtained or they will be forthcoming;
3.6 that where any liability or obligation or right or benefit of a holder of
the Shares or issue of the Shares is dependent upon the satisfaction of
conditions precedent that such conditions have been or will be duly and
properly satisfied;
3.7 that there are no agreements or arrangements in existence, made prior to
the Offer, which affect the enforceability of the Offer or the Shares in
accordance with their terms;
3.8 that any document referred to in this opinion and executed or to be
executed by the Company has been or will be properly authorized, executed
and delivered in accordance with the laws of England and Wales;
3.9 that there are no facts or circumstances in existence and no events have
occurred which would render the issue and allotment of the Shares void or
voidable or repudiated or frustrated or capable of rescission for any
reason, and in particular (but without limitation) by reason of lack of
consideration or any fraud or misrepresentation on the part of any of the
parties thereto; and
3.10 that the Shares will be transferred, and the certificates evidencing same
will be duly delivered, against receipt of the consideration stipulated
therefor, which will not be less than the par value of the Shares.
4. 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 Company.
5. This opinion is given on the basis that it is governed by and will be
construed in accordance with the laws of England and Wales. In particular,
we express no opinion as to the enforceability, outside England and Wales,
of any order or judgment obtained in the English courts.
6. Based on the foregoing, and subject to the qualifications stated
herein, we are of the opinion that, save as disclosed in the
Registration Statement;
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6.1 the Company has been duly incorporated and is validly existing under
the laws of England and Wales;
6.2 when:
6.2.1. the Registration Statement has become effective under the
US Securities Act of 1933, as amended;
6.2.2.the terms of the Shares and the terms of the issuance and sale of
the Shares have been duly established as contemplated in the
Registration Statement so as not to violate the applicable law or
result in default under or breach of any agreement or instrument
binding on the Company and so as not to comply with any requirement
or restriction imposed by a court or government body having
jurisdiction over the Company; and
6.2.3. the Shares have been issued and sold as contemplated in the
Registration Statement;
then:
the Shares have, insofar as English law governs the formalities of
authorization, issuance and allotment, been duly authorized, issued and
allotted by the Company except (x) the enforceability thereof may be
limited by bankruptcy, insolvency, fraudulent conveyance, preference,
reorganization, moratorium, the ability of the English Courts to stay
proceedings if concurrent proceedings are being brought elsewhere or
similar laws now or hereafter in effect relating to creditors' rights or
remedies generally, (y) the availability of equitable remedies may be
limited by equitable principles of general applicability and the
discretion of the court before which any proceeding may be brought and (z)
the enforceability of the rights to indemnification thereunder may be
limited by US federal and state securities laws and public policy
considerations.
7. This opinion is delivered as of the date of this letter and addressed to
you and is solely for your benefit in connection with the Offer and
accordingly it may not be relied upon for any other purpose or by any
other person or entity.
8. The undersigned consents to the filing of this opinion as an exhibit to
the Registration Statement relating to the Shares and to references to us
under the headings "Service of Process and Enforcement of Liabilities" and
"Legal Matters" in the Registration Statement relating to the Shares.
Yours faithfully
RICHARD SALEH, ESQ.
