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EXHIBIT 5
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-3 (the "Registration Statement")
We have been instructed by the Company to provide this opinion in connection
with the "Registration Statement" as filed on May 31, 2000 under the Securities
Act of 1933 of the United States of America as amended, in connection with the
sale to existing shareowners of the Company of shares of Common Stock of the
Company, par value US$0.10 each (the "Common Shares").
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 including the Subscription
Agreement, the Officer's Certificate dated May 31, 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
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 sale
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
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 executed Subscription Agreements will be
validly allotted.
Reservations
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
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
Appleby Spurling & Kempe
