EXHIBIT 5.1
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| | | | Linklaters LLP One Silk Street London EC2Y 8HQ Telephone (+44) 20 7456 2000 Facsimile (+44) 20 7456 2222 DX Box Number 10 CDE |
The Directors
National Grid plc
1-3 Strand
London WC2N 5EH
United Kingdom
17 July 2015
Dear Sirs,
National Grid plc (the “Issuer”)
Registration Statement on Form F-3 in respect of debt securities (the “Debt Securities”)
| 1 | We have acted as English legal advisers to the Issuer, a company incorporated under the laws of England and Wales, in connection with the automatic shelf registration statement on Form F-3 filed with the United States Securities and Exchange Commission on 17 July 2015 (the “Registration Statement”) relating to the registration under the United States Securities Act of 1933, as amended (the “Securities Act”), of an indeterminate amount of the Issuer’s Debt Securities. The Debt Securities may be issued from time to time pursuant to the Indenture (as defined in the Schedule to this opinion). This opinion is furnished to you in connection with the Registration Statement. |
| 2 | This opinion is limited to English law as applied by the English courts and published and in effect on the date of this opinion and is given on the basis that it will be governed by, and that it (including all terms used in it) will be and construed in accordance with, English law. In particular we express no opinion on matters of federal law of the United States or the laws of any State of the United States or the laws of any other jurisdiction. |
| 3 | For the purpose of this opinion, we have examined the documents listed and, where appropriate, defined in the Schedule to this opinion. We believe such documents to be those necessary for us to review for the purpose of giving this opinion. |
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| | 4.1 | all relevant documents are within the capacity and powers of, have been validly authorised by, and have been or will be validly executed and delivered by, each of the respective parties thereto other than the Issuer; |
| | 4.2 | each of the documents which are the subject of this opinion is valid and binding on each party under the law to which it is expressed to be subject where that is not English law and that words and phrases used in those documents have the same meaning and effect as they would if those documents were governed by English law; |
| | 4.3 | all documents furnished to us as copies are genuine, authentic and complete and conform to the original documents of which they are copies, all signatures thereon or on the original thereof are genuine, and the relevant documents have been executed in the forms reviewed by us and, where relevant, the Debt Securities will be completed, authenticated and issued as provided in the Indenture; |
| | 4.4 | the Certificates and the Articles of Association (each as defined in the Schedule to this opinion) are up-to-date; |
| | 4.5 | unless otherwise indicated herein, none of the documents examined by us have been amended, supplemented or terminated (whether by written agreement, course of dealings or otherwise); |
| | 4.6 | the Minutes (as defined in the Schedule to this opinion) are a true and complete record of the proceedings described therein in duly convened, constituted and quorate meetings and the resolutions set out in the Minutes were validly passed and remain in full force and effect without modification; |
| | 4.7 | the terms of the Debt Securities will not be inconsistent with the provisions of the Indenture and there will be no provision in any supplement to the Registration Statement or any other document which would affect the content of this opinion; and |
| | 4.8 | each issue of Debt Securities will be duly authorised. |
| 5 | Based on the documents referred to in paragraph 3 above and assumptions made in paragraph 4 above, and subject to the qualifications in paragraphs 7 to 10 below and to any matters not disclosed to us, we are of the following opinion: |
| | 5.1 | The Issuer is a public limited company duly incorporated in England under the Companies Act 1985. |
| | 5.2 | The Issuer has corporate power to enter into and perform its obligations under the Indenture and to issue and deliver the Debt Securities. |
| | 5.3 | The Issuer has taken all necessary corporate action to authorise the execution, delivery and performance of the Indenture and, provided that each Debt Security is executed as provided in the relevant resolutions authorising the relevant issue of Debt Securities and the Articles of Association of the Issuer, the Issuer will have validly executed and delivered the Debt Securities. |
| | 5.4 | Assuming the Indenture constitutes valid, binding and enforceable obligations of the Issuer under New York law, insofar as English law is concerned, the obligations assumed by the Issuer under the Indenture constitute valid and binding obligations of the Issuer. |
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| 6 | The statements of law and HM Revenue & Customs practice contained in the Registration Statement under the heading “Material Tax Considerations — United Kingdom”, subject to the limitations and qualifications therein, represent a correct summary of the matters set out therein as at the date of the Registration Statement. |
| 7 | The term “valid and binding” as used above should not be construed to mean that the obligations assumed by the relevant party will necessarily be enforced in all circumstances in accordance with their terms. In particular: |
| | 7.1 | enforcement may be limited by (a) bankruptcy, insolvency and liquidation, (b) reorganisation and (c) laws of general application relating to or affecting the rights of creditors; |
| | 7.2 | enforcement may be limited by general principles of equity — for example, equitable remedies may not be available where damages are considered to be an adequate remedy; |
| | 7.3 | claims may become barred under the Limitation Act 1980 or may be or become subject to set-off or counterclaim; |
| | 7.4 | where obligations are to be performed in a jurisdiction outside England, they may not be enforceable in England to the extent that performance would be illegal under the laws of that jurisdiction; |
| | 7.5 | a provision in an agreement may be unenforceable if it amounts to a penalty under English law; |
| | 7.6 | an English court may refuse to give effect to any provision of an agreement which amounts to an indemnity in respect of the costs of unsuccessful litigation brought before an English court where the court itself has made an order for costs; and |
| | 7.7 | to the extent it relates to United Kingdom stamp duties any undertaking or indemnity given by the Issuer may be void under section 117 of the Stamp Act 1891. |
| 8 | Furthermore, the English courts may not accept jurisdiction to determine the matter or may stay or strike out proceedings in certain circumstances, including where there is some other forum with competent jurisdiction which is more appropriate for the trial of the action, where proceedings involving the same cause of action and between the same parties are pending in another jurisdiction or where merits of the issues in dispute have already been judicially determined or should have been raised in previous proceedings between the parties. |
| 9 | We express no opinion as to the compliance or otherwise with (i) the financial limitations on borrowings or covenants by the Issuer contained in the Articles of Association and (ii) the limitations on the maximum aggregate principal amount of Debt Securities which may be issued by the Issuer as contemplated by the Registration Statement. |
| 10 | This opinion is given on the basis of English law in force (or, insofar as this opinion relates to tax, to United Kingdom taxation law), and as it affects the obligations under the Indenture, as at the date of this opinion. This opinion is also given on the basis that we undertake no responsibility to notify you of any change in English law or United Kingdom taxation law after the date of this opinion. |
| 11 | We hereby consent to the filing of this opinion as an exhibit to, and the reference to us made under the captions “Material Tax Considerations”, “Legal Matters” and “Enforcement of Civil Liabilities under United States Federal Securities Laws” in, the Registration Statement. In giving |
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| | this consent we do not admit that we are within the category of persons whose consent is required within Section 7 of the Securities Act or the rules and regulations of the United States Securities and Exchange Commission thereunder. |
Yours faithfully
/s/ Linklaters LLP
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SCHEDULE
| 1. | A copy of the articles of association of the Issuer in force as at the date of this opinion (the “Articles of Association”) |
| 2. | A copy of the certificate of incorporation of the Issuer, the certificates of incorporation on change of name and the certificate on re-registration (as a public company) (the “Certificates”) |
| 3. | An indenture dated 3 July 2006 between the Issuer and The Bank of New York (now The Bank of New York Mellon) as trustee, in the form filed with the United States Securities and Exchange Commission on 28 June 2006 (the “Indenture”), as amended and/or supplemented by any further amendments and/or supplements up to the date of this opinion |
| 4. | A copy of the certificate of the assistant secretary of the Issuer dated 24 July 2006 certifying that the Indenture was approved and signed by duly authorised persons on behalf of the Issuer |
| 5. | A certified copy of an extract from the minutes of a meeting of the finance committee of the board of the Issuer (the “Finance Committee”) held on 24 April 2006 (the “2006 Finance Committee Minutes”) |
| 6. | A certified copy of an extract from the minutes of a meeting of the Board of Directors held on 27 June 2006 (together with the 2006 Finance Committee Minutes, the “2006 Minutes”) |
| 7. | A certified copy of an extract from the draft minutes of a meeting of the Finance Committee held on 26 June 2012 (the “June 2012 Finance Committee Minutes”) |
| 8. | A certified copy of an extract from the minutes of a meeting of a sub-committee of the Finance Committee held on 5 July 2012 (together with the June 2012 Finance Committee Minutes, the “2012 Minutes”) |
| 9. | A certified copy of an extract from the draft minutes of a meeting of the Finance Committee held on 23 June 2015 (the “2015 Finance Committee Minutes”) |
| 10. | A certified copy of an extract from the minutes of a meeting of the Board of Directors held on 24 June 2015 (together with the 2015 Finance Committee Minutes, the “2015 Minutes”, and the 2015 Minutes, 2012 Minutes and the 2006 Minutes are collectively referred to as the “Minutes”) |
| 11. | A copy of the certificate of the Global Tax and Treasury Director of the Issuer dated 17 July 2015 certifying, inter alia, that the execution of the second supplemental indenture is permitted by the Indenture |
| 12. | Copies of the terms of reference of the Finance Committee dated respectively 27 February 2004, May 2012 and May 2014 |
| 13. | The Registration Statement |
| 14. | A power of attorney granted by the Issuer and dated 17 July 2015 |
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