Exhibit 5.1
10 October 2000
Trenwick Group Ltd.
Continental building
25 Church Street
Hamilton HM 12
Bermuda
Ladies and Gentlemen:
Re: Trenwick Group Ltd (the "Company") - SEC Registration Statement
You have asked us to render this opinion in our capacity as your counsel as to
Bermuda law in connection with the registration under the Securities Act of
1933, as amended, of the United States of America (the "Securities Act"), by
Trenwick Group Ltd, a Bermuda company organized under the laws of Bermuda (the
"Company"), of 3,923,793 Common Shares, par value $.10 per share, of the Company
(the "Securities"), issuable under the Trenwick Group Inc. 1989 Stock Plan, the
Trenwick Group Inc. 1993 Non-Employee Directors Stock Option Plan, the Trenwick
Group Inc. 1993 Stock Option Plan, the Trenwick Group Inc. 1996 RB Stock Option
Plan, the LaSalle Re Holdings Limited 1996 Long-Term Incentive Plan, the
Chartwell Re 1993 Stock Option Plan, the Chartwell Re Corporation 1996
Non-Employee Directors Stock Option Plan and the Chartwell Re Corporation 1997
Omnibus Stock Incentive Plan (together, the "Plans") in connection with the
transactions contemplated by the Agreement, Schemes of Arrangement and Plan of
Reorganization, dated as of December 19, 1999, amended and restated as of March
20, 2000 and amended as of June 28, 2000, by and among LaSalle Re Holdings
Limited ("LaSalle Re"), LaSalle Re Limited, Trenwick Group Inc. and the Company
(formerly known as Gowin Holdings International Limited) (the "Business
Combination Agreement"). The documents include:
(a) the Plans;
(b) the Business Combination Agreement;
(c) the Joint Proxy Statement/Prospectus dated 23 August 2000 (the "Joint
Proxy Statement/Prospectus") of Trenwick, LaSalle Re Holdings and
LaSalle Re as filed with the Securities and Exchange Commission,
Washington D.C. (the "SEC"); and
(d) the registration statements on Form S-8 of the Company relating to the
Securities to be filed with the SEC (the "Registration Statement").
(The Plans, the Business Combination Agreement, the Joint Proxy
Statement/Prospectus and the Registration Statement are hereinafter collectively
referred to as the "Subject Agreements").
For the purposes of this opinion we have examined and relied upon the documents
listed in the Schedule to this opinion (the "Documents"). Unless otherwise
defined herein, capitalized terms have the meanings assigned to them in the
Joint Proxy Statement/Prospectus.
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Assumptions
In stating our opinion we have assumed:
(a) the authenticity, accuracy and completeness of all Documents submitted
to us as originals and the conformity to authentic original Documents
of all Documents submitted to us as certified, conformed, notarized,
faxed or photostatic copies;
(b) the genuineness of all signatures on the Documents;
(c) the authority, capacity and power of each of the persons signing the
Documents (other than the Company in respect of the Subject
Agreements);
(d) that any representation, warranty or statement of fact or law, other
than as to the laws of Bermuda, made in any of the Documents is true,
accurate and complete;
(e) that the Subject Agreements constitute the legal, valid and binding
obligations of each of the parties thereto, other than the Company,
under the laws of its jurisdiction of incorporation or its jurisdiction
of formation;
(f) that the Subject Agreements have been or will be validly authorized,
executed and delivered by each of the parties thereto, other than the
Company, and the performance thereof is within the capacity and powers
of each such party thereto, and that each such party to which the
Company purportedly delivered any of the Subject Agreements to date has
actually received and accepted delivery of such Subject Agreements;
(g) that the Subject Agreements will effect, and will constitute legal,
valid and binding obligations of each of the parties thereto, other
than the Company, enforceable in accordance with their terms, under the
laws of the jurisdictions by which they are expressed to be governed;
(h) that the Subject Agreements are in the proper legal form to be
admissible in evidence and enforced in the courts of the jurisdictions
named therein and in accordance with the laws of such jurisdictions;
(i) that there are no provisions of the laws or regulations of any
jurisdiction other than Bermuda which would be contravened by the
execution or delivery of the Subject Agreements or which would have any
implication in relation to the opinion expressed herein and that, in so
far as any obligation under, or action to be taken under, the Subject
Agreements is required to be performed or taken in any jurisdiction
outside Bermuda, the performance of such obligation or the taking of
such action will constitute a valid and binding obligation of each of
the parties thereto under the laws of that jurisdiction and will not be
illegal by virtue of the laws of that jurisdiction;
(j) that the records which were the subject of the Company Search were
complete and accurate at the time of such search and disclosed all
information which is material for the purposes of this opinion and such
information has not since the date of the Company Search been
materially altered;
(k) that the records which were the subject of the Litigation Search were
complete and accurate at the time of such search and disclosed all
information which is material for the purposes of this opinion and such
information has not since the date of the Litigation Search been
materially altered;
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(l) that the Resolutions are in full force and effect and have not been
rescinded, either in whole or in part, and accurately record the
resolutions passed by the Board of Directors of the Company in a
meeting which was duly convened and at which a duly constituted quorum
was present and voting throughout and that there is no matter affecting
the authority of the Directors to enter into the Subject Agreements,
not disclosed by the Constitutional Documents or the Resolutions, which
would have any adverse implication in relation to the opinions
expressed herein;
(m) that the form of Subject Agreements which we have examined for the
purposes of this opinion do not or will not differ in any material
respect from those agreements approved by the Board of Directors
pursuant to the Resolutions, and that, when executed and delivered, the
Subject Agreements will be in a form which does not differ in any
material respect from the drafts which we have examined for the
purposes of this opinion;
(n) that the parties to the Subject Agreements, other than the Company,
have no express or constructive knowledge of any circumstance whereby
any Director of the Company, when the Board of Directors of the Company
passed the Resolutions, failed to discharge his fiduciary duty owed to
the Company and to act honestly and in good faith with a view to the
best interests of the Company;
(o) that the Company has entered into its obligations under the Subject
Agreements in good faith for the purpose of carrying on its business
and that, at the time it did so, there were reasonable grounds for
believing that the transactions contemplated by the Subject Agreements
would benefit the Company; and
(p) that each transaction to be entered into pursuant to the Subject
Agreements is entered into in good faith and for full value and will
not have the effect of preferring one creditor over another.
Opinion
Based upon and subject to the foregoing and subject to the reservations set out
below and to any matters not disclosed to us, we are of the opinion that:
1. All necessary action required to be taken by the Company pursuant to
Bermuda law has been taken by or on behalf of the Company and all the
necessary authorizations and approvals of Governmental authorities in
Bermuda have been duly obtained for the issue by the Company of the
Securities.
2. When the Registration Statement has become effective pursuant to the
U.S. Securities Act of 1933, the issuance of the Securities pursuant to
the Plans will have been duly authorized in accordance with the
Company's Memorandum of Association and Bye-Laws.
3. When duly issued and paid for pursuant to and in accordance with the
terms of the Subject Agreements and the Resolutions, the Securities
will be validly issued, fully paid, non-assessable shares of the
Company.
4. When duly issued and paid for and when executed and delivered pursuant
to and in accordance with the terms of the Subject Agreements and the
Resolutions, the Rights will be validly issued, valid and binding
obligations of the Company.
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5. The issue of the Shares and the issue of the Rights do not and will not
violate, conflict with or constitute a default under (i) any
requirement of any law or any regulation of Bermuda, or (ii) the
Constitutional Documents as that term is defined in paragraph 8 of the
Schedule to this opinion.
Reservations
We have the following reservations:
(a) The term "enforceable" as used in this opinion means that there is a
way of ensuring that each party performs an agreement or that there are
remedies available for breach.
(b) We express no opinion as to the availability of equitable remedies such
as specific performance or injunctive relief, or as to any matters
which are within the discretion of the courts of Bermuda in respect of
any obligations of the Company as set out in the Subject Agreements.
Further, we express no opinion as to the validity or binding effect of
any waiver of or obligation to waive either any provision of law
(whether substantive or procedural) or any right or remedy.
(c) Enforcement of the obligations of the Company under the Subject
Agreements may be limited or affected by applicable laws from time to
time in effect relating to bankruptcy, insolvency or liquidation or any
other laws or other legal procedures affecting generally the
enforcement of creditors' rights.
(d) Enforcement of the obligations of the Company may be the subject of a
statutory limitation of the time within which such proceedings may be
brought.
(e) We express no opinion as to any law other than Bermuda law and none of
the opinions expressed herein relates to compliance with or matters
governed by the laws of any jurisdiction except Bermuda. This opinion
is limited to Bermuda law as applied by the Courts of Bermuda at the
date hereof.
(f) Where an obligation is to be performed in a jurisdiction other than
Bermuda, the courts of Bermuda may refuse to enforce it to the extent
that such performance would be illegal under the laws of, or contrary
to public policy of, such other jurisdiction.
(g) We express no opinion as to the validity, binding effect or
enforceability of any provision incorporated into any of the Subject
Agreements by reference to a law other than that of Bermuda, or as to
the availability in Bermuda of remedies which are available in other
jurisdictions.
(h) Where a person is vested with a discretion or may determine a matter in
his or its opinion, such discretion may have to be exercised reasonably
or such an opinion may have to be based on reasonable grounds.
(i) Any provision in the Subject Agreements that certain calculations or
certificates will be conclusive and binding will not be effective if
such calculations or certificates are fraudulent or erroneous on their
face and will not necessarily prevent juridical enquiries into the
merits of any claim by an aggrieved party.
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(j) Any reference in this opinion to shares being "non-assessable" shall
mean, in relation to fully-paid shares of the Company and subject to
any contrary provision in any agreement in writing between such Company
and the holder of shares, that: no shareholder shall be obliged to
contribute further amounts to the capital of the Company, either in
order to complete payment for their shares, to satisfy claims of
creditors of the Company, or otherwise; and no shareholder shall be
bound by an alteration of the Memorandum of Association or Bye-Laws of
the Company after the date on which he became a shareholder, if and so
far as the alteration requires him to take, or subscribe for additional
shares, or in any way increases his liability to contribute to the
share capital of, or otherwise to pay money to, the Company.
(k) In paragraph (1) above, the term "good standing" means that the Company
has received a Certificate of Compliance from the Registrar of
Companies.
(l) Searches of the Register of Companies at the office of the Registrar of
Companies and of the Supreme Court Causes Book at the Registry of the
Supreme Court are not conclusive and it should be noted that the
Register of Companies and the Supreme Court Causes Book do not reveal:
(i) whether an application to the Supreme Court for a winding up
petition or for the appointment of a receiver or manager has
been prepared but not yet been presented or has been presented
but does not appear in the Causes Book at the date and time
the Search is concluded;
(ii) whether any arbitration or administrative proceedings are
pending or whether any proceedings are threatened, or whether
any arbitrator has been appointed;
(iii) details of matters which have been lodged for filing or
registration which as a matter of general practice of the
Registrar of Companies would have or should have been
disclosed on the public file but have not actually been
registered or to the extent that they have been registered
have not been disclosed or do not appear in the public records
at the date and time the search is concluded;
(iv) details of matters which should have been lodged for
registration but have not been lodged for registration at the
date the search is concluded; or
(v) whether a receiver or manager has been appointed privately
pursuant to the provisions of a debenture or other security,
unless notice of the fact has been entered in the Register of
Charges in accordance with the provisions of the Act.
Furthermore, in the absence of a statutorily defined system for the registration
of charges created by companies incorporated outside Bermuda ("overseas
companies") over their assets located in Bermuda, it is not possible to
determine definitively from searches of the Register of Charges
maintained by the Registrar of Companies in respect of such overseas
companies what charges have been registered over any of their assets
located in Bermuda or whether any one charge has priority over any
other charge over such assets.
(m) In order to issue this opinion we have carried out the Company Search
as referred to in the Schedule to this opinion and have not enquired as
to whether there has been any change since the date of such search.
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(n) In order to issue this opinion we have carried out the Litigation
Search as referred to in the Schedule to this opinion and have not
enquired as to whether there has been any change since the date of such
search.
Disclosure
This opinion is addressed to you in connection with the registration of the
Shares and the Rights with the Securities and Exchange Commission and is not to
be made available to, or relied on by any other person or entity, or for any
other purpose, without our prior written consent. We consent to the filing of
this opinion as an exhibit to the Registration Statement of the Company.
We also consent to the reference to our Firm under the captions "Legal Matters"
in the Joint Proxy Statement/Prospectus which forms a part of the Registration
Statement.
This opinion is addressed to you solely for your benefit and is neither to be
transmitted to any other person, nor relied upon by any other person or for any
other purpose nor quoted or referred to in any public document nor filed with
any governmental agency or person, without our prior written consent, except as
may be required by law or regulatory authority. Further, this opinion speaks as
of its date and is strictly limited to the matters stated herein and we assume
no obligation to review or update this opinion if applicable laws or the
existing facts or circumstances should change.
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,
/s/ Appleby Spurling & Kempe
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Appleby Spurling & Kempe
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SCHEDULE
1. A copy of the Plans.
2. A copy of the Business Combination Agreement.
3. A copy of the Registration Statement.
4. A copy of the Joint Proxy Statement/Prospectus.
5. The entries and filings shown in respect of the Company on the file of
the Company maintained in the Register of Companies at office of the
Registrar of Companies in Hamilton, Bermuda, as revealed by a search on
22 September 2000 (the "Company Search").
6. The entries and filings shown in respect of the Company in the Supreme
Court Causes Book maintained at the Registry of the Supreme Court in
Hamilton, Bermuda, as revealed by a search on 22 September 2000 in
respect of the Company (the "Litigation Search").
7. Certified copies of the minutes of the meetings of the board of
directors of the Company held on 26 September 2000 (the "Resolutions").
8. Originals of the Certificate of Incorporation, the Memorandum of
Association, the Certificate of Incorporation on Change of Name and the
revised Bye-laws (adopted 22 March 2000) for the Company (collectively
referred to as the "Constitutional Documents").
9. A Certificate of Compliance, dated 27 September 2000 issued by the
Ministry of Finance in respect of the Company.
10. The original "Foreign Exchange Letter", dated 14 December 1999, issued
by the Bermuda Monetary Authority, Hamilton, Bermuda in relation to the
Company.
11. The original "Tax Assurance Letter", dated 13 January 2000, issued by
the Registrar of Companies for the Minister of Finance in relation to
the Company.
12. The original Register of Directors and Officers in respect of the
Company.
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