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[LETTERHEAD OF BEGHIN & FEIDER IN ASSOCIATION WITH ALLEN & OVERY]
EXHIBIT 5.2
Tyco International Group S.A.
6, avenue Emile Reuter
Second Floor
L- 2420 Luxembourg
Luxembourg, September 14, 2000
MF/kl/2000704 / LU 12841
Ladies and Gentlemen:
We have acted as legal advisers in the Grand-Duchy of Luxembourg
("Luxembourg") to Tyco International Group S.A. (the "Issuer"), a limited
liability company (SOCIETE ANONYME) now organized under the laws of Luxembourg
but formerly a company named "Velum Limited" organized under the laws of
Gibraltar which transferred its registered and principal office to Luxembourg on
March 30(th) 1998. We are giving this opinion in connection with the filing by
Tyco International Ltd., a Bermuda company ("Tyco"), and the Issuer, with the
United States Securities and Exchange Commission of a Registration Statement on
Form S-3, File Nos. 333-44100 and 333-44100-01 (as amended, the "Registration
Statement"), with respect to the Issuer's (i) unsecured debt securities (the
"Debt Securities"), (ii) the guarantees (the "Guarantees") of the Debt
Securities by Tyco and (iii) the Tyco common shares that may be issued upon
conversion or exchange of the Debt Securities (the "Common Shares"), to be
issued from time to time pursuant to Rule 415 under the United States Securities
Act of 1933, as amended (the "Securities Act"), for an aggregate initial
offering price not to exceed US$3,500,000,000. The Debt Securities are to be
issued in one or more series pursuant to Indentures among the Issuer, Tyco (as
Guarantor) and the trustees thereunder.
We have examined copies of the following documents:
(a) the Registration Statement;
(b) the minutes of the extraordinary general meeting of shareholders of
the Issuer held in notarial form before the notary Jean-Joseph Wagner on
March 30(th), 1998 (the "Notarial Deed");
(c) the restated articles of association of the Issuer in a version,
dated March 30, 1998, published in the Official Gazette (Memorial) C-N(o)
474 of June 29(th), 1998, an amendment to the articles of association of the
Issuer by way of a notarial deed dated July 6(th), 1998 and published in the
Official Gazette (Memorial) C-N(o) 733 of October 10(th), 1998, and an
amendment to the articles of association of the Issuer by way of a notarial
deed dated October 22(nd), 1998, published in the Official Gazette
(Memorial) C-N(o) 44 of January 26(th), 1999, and an amendment to the
articles of association of the Issuer by way of a notarial deed dated
December 4(th), 1998, published in the Official Gazette (Memorial) C-N(o)
144 of March 5(th), 1999, and an amendment to the articles of association of
the Issuer by way of a notarial deed dated June 14(th), 1999, and published
in the Official Gazette (Memorial) C-N(o) 692 of September 16(th), 1999;
(d) an excerpt from the trade and company register at the district court
in Luxembourg;
(e) the board of directors' resolutions of the Issuer dated March 2,
1999, resolving INTER ALIA the issue of the Debt Securities, the entry into
any and all contractual documents in connection therewith (the "Agreements")
and the filing of the Registration Statement; and
(f) all other relevant corporate documents of the Issuer and such
further documents and matters of law as we have considered necessary or
appropriate for the rendering of this opinion.
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For the purposes of this opinion, we have assumed with your consent, and we
have not verified independently, the following.
(i) the genuineness of all the signatures and documents submitted to us
as originals and the conformity to the originals thereof of the Registration
Statement and other documents in respect of the Debt Securities submitted to
us as copies or specimens;
(ii) the due authorization, execution and delivery of all documents in
respect of the Debt Securities by all the parties thereto (other than the
Issuer), as well as the power, authority and legal right of all the parties
thereto (other than the Issuer) to enter into, execute, deliver and perform
their respective obligations thereunder, and compliance with all applicable
laws and regulations, other than Luxembourg law;
(iii) that all authorizations and consents of any country other than
Luxembourg which may be required in connection with the execution, delivery
and performance of the Agreements and other documents, including the
Registration Statement, in respect of the issue of the Debt Securities have
been or will be obtained;
(iv) the validity and enforceability of the Agreements and other
documents in respect of the Debt Securities under their governing laws
(other than the laws of Luxembourg);
(v) that the Debt Securities will not be the subject of a public
offering in Luxembourg, unless the relevant requirements of Luxembourg law
concerning public offerings of securities have been fulfilled; and
(vi) that there are no provisions of the laws of any jurisdiction
outside Luxembourg which would have any negative impact on the opinions we
express in this legal opinion.
Subject to the assumptions made above and the qualifications set forth
below, we are of the opinion as at the date hereof that:
(1) The Issuer is a limited liability company validly organized and
existing under the laws of Luxembourg and has all requisite corporate power
and authority to issue the Debt Securities.
(2) All necessary action required to be taken by the Issuer pursuant to
the laws of Luxembourg has been taken by or on behalf of the Issuer and all
the necessary authorizations and approvals of government authorities in
Luxembourg have been duly obtained for the issue by the Issuer of the Debt
Securities.
(3) No filing with, or authorization, approval, consent, license, order,
registration, qualification or decree of, any court or governmental
authority or agency in Luxembourg is necessary or required to be made or
obtained by Tyco or the Issuer in connection with the issue by the Issuer of
the Debt Securities.
(4) There are no taxes, duties, or other charges payable to or
chargeable by the Government of Luxembourg, or any authority or agency
thereof, in respect of the issue by the Issuer of the Debt Securities.
The above opinions are subject to the following qualifications:
a) Although this is rarely done in practice, if any or all Agreements or
the Registration Statement were produced in Luxembourg proceedings or in
front of a Luxembourg official authority, the court could order the
registration thereof, in which case an ad valorem tax would be payable at
the rate of 0.24 per cent., unless production was made in an enforceability
claim under the provisions of the European Convention on Jurisdiction and
Enforcement of Judgments in Civil and Commercial Matters signed at Brussels
on 27(th) September, 1968, as amended.
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b) This opinion is limited to matters of Luxembourg law only and we
express no opinion other than with respect to Luxembourg law under the
assumptions and reservations made hereunder.
c) This opinion is as of this date and we undertake no obligation to
update it or advise of changes hereafter occurring. We express no opinion as
to any matters other than those expressly set forth herein, and no opinion
is, or may be, implied or inferred herefrom.
It should be noted that there are always irreconcilable differences between
languages making it impossible to guarantee a totally accurate translation or
interpretation. In particular, there are always some legal concepts which exist
in one jurisdiction and not in another, and in those cases it is bound to be
difficult to provide a completely satisfactory translation or interpretation
because the vocabulary is missing from the language.
This opinion shall be construed in accordance with Luxembourg law and
Luxembourg legal concepts are expressed in English terms and not in their
original French terms. The concepts concerned may not be identical to the
concepts described by the same English terms as they exist under the laws of
other jurisdictions.
This opinion may, therefore, only be relied upon under the express condition
that any issues of interpretation arising thereunder will be governed by
Luxembourg law and be brought before a Luxembourg court. Nothing in this opinion
should be taken as expressing an opinion in respect of any representations or
warranties, or other information, contained in the Prospectus included in the
Registration Statement or any other document examined in connection with the
opinion except as expressly confirmed herein.
We hereby consent to the inclusion of the opinion as an exhibit to the
Registration Statement. We also consent to the reference to our firm under the
caption "Legal Matters" in the Prospectus included as part of the Registration
Statement.
Yours faithfully,
BEGHIN & FEIDER
in association with
ALLEN & OVERY
/s/ MARC FEIDER
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Marc Feider
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