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EXHIBIT 5.1
[Harney Westwood & Riegels Letterhead]
30 October 2000
UTi Worldwide, Inc.
c/o Union-Transport Corporation
19443 Laurel Park Road, Suite 111
Rancho Dominguez
CA 90220
USA
Dear Sirs
UTI WORLDWIDE INC - IBC NO. 141257 (THE "COMPANY")
1. We are lawyers qualified to practise in the British Virgin Islands and have
been asked to render this opinion in connection with a Registration
Statement in Form F-1, as amended, under the United States Securities Act of
1933 as filed with the Securities and Exchange Commission on 27 October 2000
(Registration No. 333-47616 the "REGISTRATION STATEMENT") in relation to the
proposed public offering of 4,700,000 Ordinary Shares of the Company no par
value each (the "SECURITIES") and 705,000 additional Ordinary Shares for the
option to cover over-allotments, if any, (the "OVER-ALLOTMENT OPTION")
granted by the Company to Bear, Stearns & Co. Inc., Lazard Freres & Co. LLC,
BB&T Capital Markets/Scott & Stringfellow, Inc. the Underwriters, all as
more particularly described in the Registration Statement.
2. For the purpose of this opinion, we have examined the following documents:
(a) a copy of the Registration Statement and the exhibits thereto;
(b) (i) copies of the Memorandum and Articles of Association and
Certificate of Incorporation of the Company available as a matter
of public record at the Companies Registry, Road Town, Tortola,
British Virgin Islands on 14 September 2000;
(ii) a facsimile copy, certified as true, correct and complete by the
Secretary of the Company, of the resolutions of the directors of
the Company dated 24 July 2000 and 4 October 2000 approving, inter
alia, the Company's entry into, and authorising
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the various transactions under the Registration Statement (the
"DIRECTORS' RESOLUTIONS");
(iii) an original registered agent's certificate dated 22 September
2000, identifying the directors, officers and shareholders of the
Company, issued by Midocean Management and Trust Services (BVI)
Limited, the registered agent of the Company (the "REGISTERED
AGENT'S CERTIFICATE")
(iv) the public records of the Company on file and available for
inspection at the Companies Registry, Road Town, Tortola, British
Virgin Islands on 14 September 2000; and
(v) the records of proceedings on file with, and available for
inspection on 27 October 2000 at the High Court of Justice,
British Virgin Islands.
3. For the purposes of this opinion we have assumed without further enquiry:
(a) the authenticity of all documents submitted to us as originals, the
conformity with the originals thereof of all documents submitted to us
as copies and the authenticity of such originals;
(b) the genuineness of all signatures and seals;
(c) the accuracy and completeness of all corporate minutes, resolutions and
records which we have seen;
(d) the accuracy of any and all representations of fact expressed in the
documents we have examined;
(e) that the statements contained in the Registration Statement are (other
than those addressing matters of British Virgin Islands law) true, valid
and binding.
4. Based on the foregoing, and subject to the qualifications expressed below,
our opinion is as follows:
(a) The Company is a company duly incorporated with limited liability under
the International Business Companies Act (Cap 291) and validly existing
in good standing under the laws of the British Virgin Islands. It is a
separate legal entity and is subject to suit in its own name.
(b) The consummation of the transactions contemplated in the Registration
Statement (including the issuance and sale of the Securities and the use
of the proceeds from the sale of the Securities as described in the
Registration Statement under the caption "Use of Proceeds") and
compliance by the Company with its obligations thereunder does not and
will not conflict with or result in a default, breach or violation of or
under:
(i) any law of the British Virgin Islands; or
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(ii) the Memorandum and Articles of Association of the Company.
(c) The Securities (including the Securities sold pursuant to the exercise
of the Over-Allotment Option) have been duly authorised for issue and
sale to the US Underwriters and the International Managers by the
Company pursuant to the Directors' Resolutions and, when issued, sold,
delivered and paid for in accordance with the provisions of the
Registration Statement and the Company's Memorandum and Articles;
(i) the Securities will be legally issued, fully paid and
non-assessable and no holder of the Securities is or will be
subject to personal liability by reason of being such a holder;
and
(ii) no taxes are or will be payable on or in respect of the issue of
the Securities.
5. This opinion is confined to and given on the basis of the laws of the
British Virgin Islands as they are in force at the date of this opinion. We
have made no investigation of, and express no opinion on, the laws of any
other jurisdiction.
6. The opinions set out above are subject to the following qualifications:
(a) Rights and obligations may be limited by bankruptcy, insolvency,
liquidation, arrangement and other similar laws of the British Virgin
Islands of general application affecting the rights of creditors.
(b) Equitable remedies such as injunctions and orders for specific
performance are discretionary and will not normally be available where
damages are considered an adequate remedy.
(c) Where obligations are to be performed in a jurisdiction outside the
British Virgin Islands they may not be enforceable under the laws of the
British Virgin Islands to the extent that such performance would be
contrary to public policy under the laws of the British Virgin Islands.
(d) The courts in the British Virgin Islands will determine in their
discretion whether or not an illegal or unenforceable provision may be
severed.
(e) The courts of the British Virgin Islands may refuse to give effect to a
provision in respect of the cost of unsuccessful litigation brought
before those courts or where the courts themselves have made an order
for costs.
(f) The term enforceable means that a document is of a type and form
enforced by the British Virgin Islands courts. It does not mean that
each obligation will be enforced in accordance with its terms. Certain
rights and obligations may be qualified by non-conclusivity of
certificates, doctrines of good faith and fair conduct, the availability
of equitable remedies and other matters but in our view this
qualification would not defeat your legitimate expectations in any
material respect.
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7. This opinion is rendered for your benefit and the benefit of your legal
counsel in connection with the transactions contemplated by the Registration
Statement only. We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and the reference made to us under the
heading "Legal Matters" in the prospectus constituting part of the
Registration Statement.
Yours faithfully
/s/ HARNEY WESTWOOD & RIEGELS
HARNEY WESTWOOD & RIEGELS
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