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EXHIBIT 5.1
OPINION OF APPLEBY SPURLING & KEMPE
May 31, 2000
The Board of Directors
Overseas Partners Ltd.
Mintflower Place
8 Par-la-Ville Road
Hamilton HM 08
Bermuda
Dear Sirs,
Re: Overseas Partners Ltd (the "Company") - Registration Statement on Form S-8
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(the "Registration Statement')
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We have been instructed by the Company to provide this opinion in connection
with the "Registration Statement" on Form S-8 to be filed under the Securities
Act of 1933 of the United States of America as amended, in connection with the
issuance of shares of common stock of the Company, par value US$0.10 each (the
"Common Shares"), pursuant to the Overseas Partners Ltd. Incentive Compensation
Plan.
This opinion is based upon and confined to the laws of Bermuda presently in
force as currently applied by the Courts of Bermuda. We have made no
investigation of, nor do we express any opinion as to, the laws of any
jurisdiction other than Bermuda.
In order to render this opinion, we have been supplied with and have reviewed
and relied upon the Registration Statement, the Officer's Certificate dated May
26, 2000, a copy of the Overseas Partners Ltd Act 1996, and certified copies of
the Minutes of the Meeting of the Board of Directors of the Company held on May
10, 2000 (the "Resolution"), the Memorandum of Association, and Bye-Laws of the
Company (all of the foregoing collectively the "Documents").
Assumptions
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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;
(d) that any factual statements made in any of the Documents are true, accurate
and complete;
(e) that there are no provisions of the laws or regulations of any jurisdiction
other than Bermuda which would be contravened by the issuance of the Common
Shares or which would have any implication in relation to the opinion
expressed herein;
(f) that the Company has entered into its obligations under the Documents in
good faith for the purposes 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 Documents would benefit the Company.
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(g) that the Resolution of the Directors authorizing the allotment of the
Common Shares on sale thereof under the terms of the Subscription
Agreements has been duly and validly passed in accordance with the
Memorandum of Association and Bye-Laws of the Company and all other
instruments, documents, or agreements affecting the authority of the Board
of Directors to authorize the allotment on sale of the same and that such
Resolution is in full force and effect and has not been rescinded, either
in whole or in part, accurately recording the Resolution 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.
Opinion
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Based on and subject to the foregoing, and subject to the reservations set out
below, we are of the opinion that the Common Shares are validly issued, fully
paid and non-assessable shares of the Company, and when paid for in accordance
with the terms of the Overseas Partners Ltd. Incentive Compensation Plan will be
validly allotted.
Reservations
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We have the following reservations:-
(a) 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.
(b) 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 the 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.
(c) We have relied upon statements and representations made to us in the
Officer's Certificate provided to us by an authorized officer of the
Company for the purposes of this Opinion. We have made no independent
verification of the matters referred to in the Officer's Certificate, and
we qualify our Opinion to the extent that the statements or representations
made in the Officer's Certificate are not accurate in any respect.
Disclosure
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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 caption "Legal Matters Concerning the OPL Common Stock" in the Registration
Statement.
This opinion is being furnished in connection with the filing of the
Registration Statement with the Securities and Exchange Commission 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.
Yours faithfully,
/s/Appleby Spurling & Kempe
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APPLEBY SPURLING & KEMPE
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