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EXHIBIT 5.1
[ON THE LETTERHEAD OF LINKLATERS]
21 November 2000
AXA
25, avenue Matignon
75008 Paris
France
Ladies and Gentlemen:
AXA
EXCHANGE OFFER FOR SHARES OF COMMON STOCK OF
AXA FINANCIAL, INC. AND SUBSEQUENT MERGER
REGISTRATION STATEMENT ON FORM F-4
(validity opinion)
1 We have acted as French legal advisers for AXA, a French SOCIETE ANONYME
("AXA"), and its wholly owned Delaware subsidiary, AXA Merger Corp.
("MERGER SUB") (each of AXA and Merger Sub, an "OFFEROR" and,
collectively, the "OFFERORS"), in connection with an offer (such offer,
as it may from time to time be amended and supplemented, the "EXCHANGE
OFFER") by the Offerors to exchange all of the outstanding shares of
common stock, par value $0.01 per share (the "SHARES"), of AXA Financial,
Inc., a Delaware corporation (the "COMPANY"), that AXA does not already
own for consideration consisting of (i) 0.295 of an American Depositary
Share (an "EXCHANGE SHARE") of AXA and (ii) $35.75 in cash per share, on
the terms and subject to the conditions set forth in the exchange offer
materials, including a Prospectus (as amended or supplemented, the
"PROSPECTUS") which forms a part of a registration statement on
Form F-4 (including any amendments or supplements hereto, the
"REGISTRATION STATEMENT") filed by AXA with the U.S. Securities and
Exchange Commission (collectively, the "EXCHANGE OFFER MATERIAL"), and
in connection with the second-step merger (the "MERGER"). The Exchange
Offer and Merger are taking place pursuant to the Agreement and Plan of
Merger dated as of October 17, 2000 among AXA, Merger Sub and the Company
(the "MERGER AGREEMENT"). We have taken instructions solely from
yourselves.
2 This opinion is limited to French law and is given on the basis that it
will be governed by and construed in accordance with French law.
3 For the purpose of this opinion, we have examined the documents listed
and, where appropriate, defined in the Schedule to this letter.
4 We have assumed, except in the case of AXA, that all documents examined
by us are within the capacity and powers of, and have been validly
authorised by, each party thereto and, in the case of each party, that
all documents have been or will be validly executed and delivered by
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21 November 2000
the relevant party, that all documents examined by us as copies or
specimen documents conform to their originals, that the signatures of the
originals of all documents examined by us are genuine, that all documents
furnished to us as originals are authentic and complete and that no
relevant document has been amended, supplemented or terminated. We have
also assumed that the EXTRAIT K-BIS and the bylaws (STATUTS) of AXA
listed in the Schedule to this letter are up to date as of the date of
this letter. Similarly, we have assumed that the Extraordinary General
Meeting of AXA's Shareholders dated 5 May 1999, AXA's Supervisory Board
Meetings dated 30 August and 13 October 2000, and AXA's Management
Board Meeting dated 20 November 2000 were duly convened, duly held and
duly deliberated.
5 In our opinion:
5.1 AXA is a French SOCIETE ANONYME A DIRECTOIRE ET CONSEIL DE
SURVEILLANCE validly existing under the laws of France.
5.2 The issuance of the ordinary shares of AXA (the "FRENCH
SHARES"), which will underly the Exchange Shares, has been duly
authorised by the Extraordinary General Meeting of the
shareholders, the Supervisory Board and the Management Board of
AXA. When issued, the French Shares will be capable of being
freely deposited by AXA with the Depositary against issuance of
ADRs evidencing Exchange Shares to be issued to holders of
shares in the Exchange Offer.
5.3 The French Shares, to be offered in the form of ADRs as
contemplated in the Registration Statement, when duly authorised
by the President of the Management Board of AXA and delivered
against transfer to AXA of the Shares of Common Stock of AXA
Financial, Inc. in accordance with Article L.225-148 of the
French Commercial Code pursuant to the Merger Agreement, will be
validly issued, fully paid and non-assessable (i.e. no further
contributions in respect thereof will be required to be made to
AXA by the holders thereof, by reason only of their being such
holders).
6 This opinion is subject to the following:
6.1 We are not responsible for preparing or reviewing (with the
exception of the statements on which we have provided an
opinion) the Registration Statement or the Prospectus. In
addition, other than those portions on which we have given an
opinion, we were not responsible for investigating or verifying
the accuracy of the facts or the reasonableness of any
statements of opinion of others in the Registration Statement or
the Prospectus or whether or not material facts have been
omitted therefrom.
6.2 In order to enforce in France any document which is written in
English, a certified translation into French of such document
will be required.
6.3 This opinion is given at the date set out above. We express no
opinion as to the effect that any future event, or any act of
AXA, may have on the matters referred to herein.
6.4 The issuance of the French Shares still requires authorisation
of the President of the Management Board of AXA which is
expected to be granted, at the earliest, at the close of the
Exchange Offer.
7 We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and any and all amendments thereto and the
incorporation by reference of this opinion in the Exchange Offer
Materials. We also consent to the reference to our firm under the
captions "Legal Matters" and "Limitation on Enforcement of Civil
Liabilities Under U.S. Securities Laws Against AXA, its Management
and Others" in the Prospectus and to being named in the Prospectus as the
lawyers who have passed opinion on the matters referred to thereunder. In
addition, we hereby consent to the filing of this opinion as
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21 November 2000
an exhibit to any subsequent registration statement filed by AXA pursuant
to Rule 462 (b) of the U.S. Securities Act of 1933 relating to the
Registration Statement.
Yours faithfully,
/s/ GILLES ENDREO
Gilles Endreo
Avocat a la cour
LINKLATERS
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21 November 2000
SCHEDULE
For the purpose of this opinion we have examined the following documents:
o A certified copy of the STATUTS of AXA dated 2 October 2000.
o An EXTRAIT K-BIS (INFOGREFFE) of the REGISTRE DU COMMERCE ET DES SOCIETES
of Paris relating to AXA dated 25 October 2000.
o A certified copy of an abstract of the minutes of the Extraordinary
General Meeting of AXA's Shareholders dated 5 May 1999.
o A certified copy of an abstract of the minutes of the Supervisory Board
Meetings of AXA dated 30 August 2000 and a copy of an abstract of the
minutes of the Supervisory Board of AXA dated 13 October 2000.
o A certified copy of an authorisation of the President of the Supervisory
Board of AXA dated 16 October 2000.
o A copy of an abstract of the minutes of the Management Board Meeting of
AXA dated 20 November 2000.
o The Registration Statement, as amended or supplemented to the date
hereof, including the Prospectus, the exhibits, annexes and schedules
thereto and the documents incorporated by reference therein which have
been filed by the Offerors with the U.S. Securities and Exchange
Commission.
