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EXHIBIT 5.1
IAN STONE IS/w/120072.20
ASSOCIATE Direct e-mail: [email protected]
COMPANY DEPARTMENT
4 December 2000
W.P. Stewart & Co., Ltd..
Trinity Hall
43 Cedar Avenue
Hamilton HM 12
Bermuda
Dear Sirs
W.P. STEWART & CO, LTD. (THE "COMPANY")
We have acted as legal counsel in Bermuda to the Company in connection with the
preparation and filing by the Company, with the Securities and Exchange
Commission under the Securities Act of 1933, of a registration statement (the
"Registration Statement") on Form F-1 in relation to an offer (the "Offer") by
certain shareholders of the Company of up to 11,204,015 shares of par value
US$0.001 each in the Company ("Shares") and (if the over-allotment option is
exercised) up to an additional 1,680,602 such Shares.
The aggregate of 12,884,617 Shares are referred to herein as the "Offering
Shares".
Unless otherwise defined in this opinion or the Schedule to it, capitalised
terms have the meanings assigned to them in the Registration Statement.
For the purposes of this opinion we have examined and relied upon the documents
listed (which, in some cases, are also defined) in the Schedule to this opinion
(the "Documents").
ASSUMPTIONS
In stating our opinion we have assumed:
(a) the authenticity, accuracy and completeness of all Documents
(including, without limitation, public records) submitted to us as
originals and the conformity to authentic original Documents of all
Documents submitted to us as certified, electronic or photostatic
copies;
(b) the genuineness of all signatures on the Documents;
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(c) the authority, capacity and power of each of the persons signing the
Documents (other than directors or officers of the Company);
(d) that any factual statements made in any of the Documents are true,
accurate and complete; and
(e) that the records which were the subject of the search made on 1
December 2000 of the Register of Companies at the office of the
Registrar of Companies referred to in paragraph 7 of the Schedule to
this opinion 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 such date been materially
altered.
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) The Company is an exempted company incorporated with limited liability
and existing under the laws of Bermuda and is in good standing under
the laws of Bermuda.
(2) The Offering Shares are duly authorised, validly issued, fully-paid and
non-assessable shares of the Company.
RESERVATIONS
We have the following reservations:
(a) We express no opinions 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, (subject to any contrary
provision in any agreement between the Company and the holders of such
shares) that no holder of such Shares 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) Searches of the Register of Companies at the office of the Registrar of
Companies are not conclusive and it should be noted that the Register
of Companies does not reveal:
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(i) 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 appear in the public records at the
date and time the search is concluded; or
(ii) details of matters which should have been lodged for
registration but have not been lodged for registration at the
date the search is concluded.
(d) With respect to Opinion (2), we have relied upon statements and
representations made in the certificates and documents listed in
paragraphs 2, 3 and 6 of the Schedule to this opinion. We have made no
independent verification of the matters referred to in those
certificates and documents and have assumed their accuracy.
(e) In order to issue this opinion we have carried out the search referred
to in paragraph 7 of the Schedule to this opinion at 9.00am on 1
December 2000 and have not enquired as to whether there has been any
change since that time and date.
(f) In this opinion, the term "good standing" means only that the Company
has received a certificate of compliance from the Registrar of
Companies in Hamilton, Bermuda.
DISCLOSURE
This opinion is addressed to you in connection with the filing by the Company of
the Registration Statement with the Securities and Exchange Commission for the
purposes of registering its Shares under the Securities Act of 1933. We consent
to the filing of this opinion as an exhibit to the Registration Statement. We
also consent to the reference to our name under the heading "Validity of Common
Shares" in the Registration Statement in the form in which it appears.
This opinion is addressed to the Company solely for the benefit of the Company
and (save as referred to in the preceding paragraph) is neither to be
transmitted to any other person, nor relied upon by any other person or for any
other purpose nor quoted nor 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. 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 law or the existing facts or
circumstances should change.
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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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THE SCHEDULE
1. A copy of Amendment No. 1 to the Registration Statement
(which includes a prospectus in relation to the Company) relating to
the Offer (excluding the exhibits thereto).
2. Certified copies dated 4 December 2000 of:-
2.1 resolutions passed at the meeting of the provisional directors
of the Company held on 29 June 1998;
2.2 resolutions passed at the meeting of the directors of the
Company held on 29 June 1998;
2.3 resolution passed at the meeting of the shareholders held on
29 June 1998;
2.4 resolutions passed at the meeting of the directors of the
Company held on 28 October 1998;
2.5 resolutions passed at the meeting of the directors of the
Company held on 18 January 1999;
2.6 resolutions passed at the meeting of the directors of the
Company held on 31 October 2000.
3. Certified copies dated 4 December 2000 of:-
3.1 the certificate of incorporation of the Company;
3.2 the memorandum of association of the Company; and
3.3 the bye-laws of the Company,
(together, the "Constitutional Documents").
4. A copy of a letter dated 28 November 2000 evidencing the consent of the
Bermuda Monetary Authority to the issue by the Company of the Offering
Shares and the certain subsequent transfers of the offering shares.
5. A copy of a letter dated 30 November 2000 evidencing the consent of the
Bermuda Monetary Authority to the transfer by certain shareholders of
the Offering Shares under the Offer.
6. A certified copy dated 4 December 2000 of the register of shareholders
of the Company as at 4 December 2000 (the "Share Register").
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7. The entries and filings shown in respect of the Company on the file of
the Company maintained in the Register of Companies at the offices of
the Registrar of Companies in Hamilton, Bermuda, as revealed by a
search on 1 December 2000 in respect of the Company.
8. A certificate of compliance dated 4 December 2000 issued by the
Registrar of Companies, Hamilton, Bermuda in respect of the Company.
