EXHIBIT 5.1
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Cox Partners: Senior Associates: P.O. Box HM 1561 Tel: (441) 295-4630
Hallett David G. Cooper Gordon L. Hill, Q.C. Hamilton HM FX (441) 295-9393
Wilkinson John H. Cooper J.P.
Barristers & Attorneys David R. Kessaram Associates: Milner House Fax: (441) 292-7880
FCIArb Helen C. Adderley 18 Parliament St. (441) 295-1879
Harry Kessaram Gail E. Chamberlain Hamilton
Ernest A. Morrison Megan Lewin Bermuda E-Mail: [email protected]
Kim R. White J.P., Susan M. Poole Website: www.cw.bm
FCIArb Evatt Tamine
Justin Williams
Consultant:
William M. Cox J.P.
Peter J.C. Smith,
M.B.E., J.P.
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June 23, 2000
Commodore Holdings Limited
4000 Hollywood Boulevard
Suite 385-S, South Tower
Hollywood, FL 33021
Re: Commodore Holdings Limited (the "Company")
Registration Statement on Form S-3
Ladies and Gentlemen:
You have requested our opinion with respect to 3,563,479 shares (the
"Shares") of the Company's common stock, par value $.01 per share (the "Common
Stock"), included in Amendment No 1 to the Registration Statement on Form S-3
(the "Registration Statement"), which will be filed by the Company with the U.S.
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended (the "Securities Act") on the date hereof.
Unless otherwise defined, capitalized terms in this opinion shall have
the same meanings as those set out in the Registration Statement and the
exhibits thereto (the "Documents").
For the purposes of this opinion, we have examined the Documents. We
have also examined originals or copies certified or otherwise identified to our
satisfaction such corporate records, certificates of officials and other
instruments (the "Public Documents") as we have deemed necessary or advisable
for the purpose of rendering this opinion.
In giving this opinion, we have assumed:
(1) that there have been no changes to the Documents or the Public
Documents examined by us since the date of our examination
thereof;
(2) the truth, accuracy and completeness of all representations
and warranties of fact made in the Documents;
(3) the genuineness of all signatures on the documents which we
have examined;
(4) the conformity to original documents of all documents produced
to us as copies and the authenticity and completeness of
documents which, or copies of which, have been submitted to
us;
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Cox
Hallett
Wilkinson
(5) that the Documents filed today are in a form, which does not
differ in any material respect from the drafts examined by us
for the purpose of this opinion.
This opinion is limited to Bermuda law and is given on the basis that
it will be governed by and construed in accordance with Bermuda law. We have
made no investigation of the laws of any jurisdiction other than Bermuda and
neither express nor imply any opinion as to any other law, in particular the
laws of the United States of America.
Based upon the foregoing, subject to the qualifications set out below,
to matters not disclosed to us and having regard to such legal considerations as
we deem relevant, we are of the opinion that insofar as the present laws of
Bermuda are concerned:
(1) The Company is a company duly incorporated and validly
existing under and in compliance with Bermuda law.
(2) The Shares of Common Stock being registered in the
Registration Statement either (i) in the case of the
outstanding shares, are duly and validly issued, fully paid
and non-assessable, or (ii) in the case of the Shares issuable
upon conversion of the preferred stock and/or upon exercise of
the warrants, when issued and paid for pursuant to the terms
thereof, will be duly and validly issued and fully paid and
non-assessable.
Our qualifications are as follows:
(1) 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 other
than Bermuda. Where an obligation is to be performed in a
jurisdiction other than Bermuda, a Bermuda court may decline
to enforce it to the extent that such performance would be
illegal or contrary to public policy under the laws of such
other jurisdictions.
(2) We express no opinion as to the availability of equitable
remedies, such as specific performance or other injunctive
relief, or as to any matters which are within the discretion
of the courts of Bermuda, such as the awards of costs, or
questions relating to jurisdiction. Further, we express no
opinion as to the validity or binding effect in Bermuda of any
waiver of or obligation to waive any provisions of law
(whether substantive or procedural) or any right or remedy
arising through circumstances not known at the time of filing
the Documents.
(3) The obligations of the Company under the Documents will be
subject to any laws from time to time in effect relating to
bankruptcy or liquidation or any other laws or other legal
procedures affecting generally the enforcement or creditors'
rights and may also be subject to statutory limitation of the
time within which proceedings may be brought.
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Cox
Hallett
Wilkinson
This opinion is issued on the basis that it will be construed in
accordance with the provisions of Bermuda law and will not give rise to any
action in any other jurisdiction. We consent to the filing of this opinion as an
exhibit to the Documents and to the reference to our name in the prospectus,
which forms a part of the Registration Statement.
Yours very truly,
/s/ Gordon Hill on behalf of
COX HALLETT WILKINSON
