Exhibit 5.4
| LIZA A. HARRIDYAL LL.B (HONS.),LL.M,TEP | CADIAN A. DRUMMOND LL.B (HONS.) | ||
KEISHA N. HYDE PORCHETTA LL.B (HONS.),TEP |
AYO A. BARNARD-RAWLINS LL.B (HONS.) | |||
KEISHA L. HAYNES LL.B (HONS.) | ||||
January 18, 2012
Matter No. M101-2011
CHC Helicopter S.A.
4740 Agar Drive
Richmond, BC V7B 1A3
Canada
Dear Sirs,
Re: CHC HELICOPTERS (BARBADOS) LIMITEDAND
CHC CAPITAL (BARBADOS) LIMITED
We act as Barbados counsel to CHC Helicopters (Barbados) Limited (“CHC Helicopters”) and CHC Capital (Barbados) Limited (“CHC Capital”) with respect to their acting as guarantors to CHC Helicopters S.A. (formerly CHC Helicopters S.àr.l.) (the “Issuer”) along with other subsidiaries of the Issuer (the “Guarantors”) in connection with the issuance by the Issuer of US$1,100,000,000 aggregate principal amount of 9.250% Senior Secured Notes due 2020 (the “Notes”) and the guarantee by the Guarantors granted with respect to the Notes (the “Guarantees”).
We have been asked to provide an opinion with respect to the Registration Statement on Form S-4 (the “Registration Statement”), to be filed by the Issuers and Guarantors with the Securities Exchange Commission (the “Commission”) under the United States Securities Act of 1933, as amended, (the “Securities Act”) relating to the exchange of the Notes and the Guarantees for notes (the “Registered Notes”) and guarantees (the “Registered Guarantees”) that are registered under the Securities Act and otherwise have terms substantially the same as the Notes and Guarantees (collectively the “Exchange Offer”).
DOCUMENTS
For the purposes of giving this opinion, we have examined originals or copies of the following documents:
| 1. | the Registration Statement; and |
| 2. | the Indenture (the “Indenture”), which has been filed with the Commission as an exhibit to the Registration Statement, dated as of October 4, 2010 among the Company, the Guarantors, The Bank of New York Mellon, as trustee (the “Trustee”), and HSBC Corporate Trustee Company (UK) Limited, as collateral agent (the “Collateral Agent”). |
THE GROVE, 21 PINE ROAD, BELLEVILLE, ST. MICHAEL, BARBADOS BB11113
TELEPHONE: (246) 228-9888, FACSIMILE: (246) 228-9382
WWW.LIZALAW.COM
| HARRIDYAL-SODHA & ASSOCIATES | ATTORNEYS-AT-LAW |
The documents listed above are hereinafter collectively referred to as the“Transaction Documents”.
We have also made such investigations and examined the originals or copies, certified or otherwise identified to our satisfaction, of such certificates of public officials and such other certificates, documents and records as we considered necessary or relevant for purposes of the opinions expressed below, including without limitation:
| (a) | the Certificate and Articles of Incorporation and the By-Laws of each of CHC Helicopters and CHC Capital (together the “Constating Documents”); |
| (b) | the written resolutions in lieu of meeting of the Board of Directors dated October 4, 2011 of each of CHC Helicopters and CHC Capital authorizing, among other things, the execution and delivery of the Indenture; and |
| (c) | the International Business Companies License of each of CHC Helicopters and CHC Capital for 2010 and 2011 (together the “IBC Licenses”). |
Opinions
Based and relying upon the foregoing and subject to the qualifications, assumptions and reservations set forth below, we are of the opinion that:
| 1. | Each of CHC Helicopters and CHC Capital is (a) a company duly incorporated, validly existing and in good standing under the laws of Barbados, (b) is duly licensed as an international business company under the International Business Companies Act Cap. 77 of the laws of Barbados, (c) has not been dissolved, and (d) has the corporate power to own, lease and operate its property and assets, to borrow, to provide financial assistance by means of a guarantee or otherwise, to grant security over its assets and to enter into and perform its obligations under the Transaction Documents to which it is party. |
| 2. | The execution and delivery of, and performance by each of CHC Helicopters and CHC Capital of their respective obligations under the Indenture, have been authorized by all necessary corporate action on the part of each of CHC Helicopters and CHC Capital and the Indenture constitutes legally valid and binding obligations of CHC Helicopters and CHC Capital and is enforceable against CHC Helicopters and CHC Capital in accordance with its terms. |
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| HARRIDYAL-SODHA & ASSOCIATES | ATTORNEYS-AT-LAW |
| 3. | The execution and delivery of and performance by each of CHC Helicopters and CHC Capital of the Indenture does not constitute or result in a violation or breach of or a default under: |
| (a) | the Constating Documents; |
| (b) | the IBC Licenses; or |
| (c) | any statute or regulation of Barbados binding on or applicable to them. |
| 4. | Each of CHC Capital and CHC Helicopters has duly authorized the Exchange Guarantees. |
Assumptions and Qualifications
Our opinions herein are subject to the following qualifications, assumptions and reservations, namely:
| (a) | We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity with the originals of all documents submitted to us as certified copies, true or notarial copies or reproductions thereof and the authenticity of the originals to such copies or reproductions; |
| (b) | That the Transaction Documents have been or will be duly authorised, executed and delivered by each party other than CHC Capital and CHC Helicopters, in accordance with all applicable laws; |
| (c) | We are qualified to practise law in Barbados and have made no investigation of laws of any jurisdiction other than the laws of Barbados. We express no opinion as to the laws of any jurisdiction other than Barbados and the opinions hereinafter expressed are limited to Barbados Law in effect on the date hereof; and |
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus included in the Registration Statement. We understand and agree that Simpson Thacher & Bartlett LLP, counsel to CHC Helicopter S.A., may rely upon this opinion as if it were an addressee hereof for the purpose of providing the opinion to be delivered by such firm in connection with the Registration Statement.
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| HARRIDYAL-SODHA & ASSOCIATES | ATTORNEYS-AT-LAW |
Yours faithfully,
Harridyal-Sodha & Associates
Per:
Cadian A. Drummond
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