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- S-4 Registration of securities issued in business combination transactions
- 3.1 CHC Helicopter S.a., Articles of Association
- 3.2 6922767 Holding S.ar.l. Articles of Association
- 3.3 Capital Aviation Services B.V. Amended Articles of Association
- 3.4 CHC Capital (Barbados) Limited, Certificate of Incorporation
- 3.5 CHC Capital (Barbados) Limited, Bylaws
- 3.6 CHC Den Helder B.V., Amended Articles of Association
- 3.7 CHC Global Operations (2008) Inc., Certificate of Incorporation
- 3.8 CHC Global Operations (2008) Inc., Bylaws
- 3.9 CHC Global Operations International Inc., Certificate of Incorporation
- 3.10 CHC Global Operations International Inc., Bylaws
- 3.11 CHC Helicopter Holding S.a R.L, Articles of Association
- 3.12 CHC Helicopters (Barbados) Limited, Amended Articles of Incorporation
- 3.13 CHC Helicopters (Barbados) Limited, Bylaws
- 3.14 CHC Holding NL B.V., Deed of Incorporation
- 3.15 CHC Holding (Uk) Limited, Certificate of Incorporation
- 3.16 CHC Holding (Uk) Limited, Amended Memorandum of Association
- 3.17 CHC Hoofddorp B.V., Deed of Incorporation
- 3.18 CHC Netherlands B.V., Amended Articles of Association
- 3.19 CHC Norway Acquisition Co. As, Certificate of Registration
- 3.20 CHC Norway Acquisition Co. As, Articles of Association
- 3.21 CHC Sweden Ab, Certificate of Registration
- 3.22 CHC Sweden Ab, Articles of Association and Rules of Procedure
- 3.23 Helicopter Services Group As, Articles of Association
- 3.24 Helicopter Services Group As, Certificate of Registration
- 3.25 Helikopter Service As, Certificate of Registration
- 3.26 Helikopter Service As, Articles of Association
- 3.27 Heli-one Canada Inc., Certificate of Amalgamation
- 3.28 Heli-one Canada Inc., Bylaws
- 3.29 Heli-one Defence B.V., Amended Articles of Association
- 3.30 Heli-one Holdings (Uk) Limited, Certificate of Incorporation
- 3.31 Heli-one Holdings (Uk) LTD, Memorandum of Association & Articles of Association
- 3.32 Heli-one (Europe) As, Amended Articles of Association
- 3.33 Heli-one (Europe) As, Certificate of Registration
- 3.34 Heli-one Leasing Inc., Certificate of Incorporation
- 3.35 Heli-one Leasing Inc., Bylaws
- 3.36 Heli-one Leasing (Norway) As, Amended Articles of Association
- 3.37 Heli-one Leasing (Norway) As, Certificate of Registration
- 3.38 Heli-one (Norway) As, Amended Articles of Association
- 3.39 Heli-one (Norway) As, Certificate of Registration
- 3.40 Heli-one (Netherlands) B.V., Amended Articles of Association
- 3.41 Heli-one (Uk) Limited, Amended Certificate of Incorporation
- 3.42 Heli-one (Uk) Limited, Amended Articles of Association
- 3.43 Heli-one (Us) Inc., Certificate of Incorporation
- 3.44 Heli-one (Us) Inc., Bylaws
- 3.45 Heli-one USA Inc., Amended Articles of Incorporation
- 3.46 Heli-one USA Inc., Bylaws
- 3.47 Heliworld Leasing Limited, Certificate of Incorporation
- 3.48 Heliworld Leasing Limited, Memorandum of Association and Articles of Association
- 3.49 CHC Leasing (Ireland) Limited, Certificate of Incorporation
- 3.50 CHC Leasing (Ireland) Limited, Memo of Association and Articles of Association
- 3.51 Integra Leasing As, Articles of Association
- 3.52 Integra Leasing As, Certificate of Registration
- 3.53 Lloyd Bass Strait Helicopters Pty. LTD.
- 3.54 Lloyd Bass Strait Helicopters Pty. LTD., Constitution
- 3.55 Lloyd Helicopters International Pty. LTD. Indenture
- 3.56 Lloyd Helicopters International Pty. LTD. Certificate of Registration
- 3.57 Lloyd Helicopters Pty. LTD., Certificate of Registration
- 3.58 Lloyd Helicopters Pty. LTD., Constitution
- 3.59 Lloyd Helicopter Services Limited, Certificate of Incorporation and Memo of Assn
- 3.60 Lloyd Helicopter Services Limited, Articles of Association
- 3.61 Lloyd Helicopter Services Pty. LTD., Certificate of Registration
- 3.62 Lloyd Helicopter Services Pty. LTD., Constitution
- 3.63 Lloyd Offshore Helicopters Pty. LTD., Certificate of Registration
- 3.64 Lloyd Offshore Helicopters Pty. LTD., Constitution
- 3.65 Management Aviation Limited, Certificate of Incorporation
- 3.66 Management Aviation Limited, Memorandum of Association and Articles of Assn
- 3.67 North Denes Aerodrome Limited, Certificate of Incorporation
- 3.68 North Denes Aerodrome Limited, Memorandum of Association and Articles of Assn
- 4.1 Indenture
- 4.3 Registration Rights Agreement
- 4.4 Intercreditor Agreement
- 5.1 Opinion of Simpson Thacher & Bartlett LLP
- 5.2 Opinion of Simpson, Thacher & Bartlett
- 5.3 Opinion of Loyens & Loeff
- 5.4 Opinion of Harridyal Sodha & Associates
- 5.5 Opinion of Blake, Cassels & Graydon LLP
- 5.6 Opinion of Mallesons Stephen Jaques
- 5.7 Opinion of Advokatfirmaet Thommessan As
- 5.8 Opinion of Advokatfirman Vinge KB
- 5.9 Opinion of Van Doorne N.V.
- 5.10 Opinion of Paull & Williamsons LLP
- 5.11 Opinion of Arthur Cox
- 5.12 Opinion of Dla Piper LLP (Us)
- 10.1 Credit Agreement
- 10.2 Guarantee
- 10.3 Contract
- 10.4 Sale Purchase Agreement
- 10.5 Framework Agreement
- 10.6 2011 Management Equity Plan of 6922767 Holding (Cayman) Inc.
- 10.7 Form of 2011 Option Agreement of 6922767 Holding (Cayman) Inc.
- 10.8 Form of 2011 Restricted Share Unit Grant Agreement
- 10.9 Form of 2011 Subscription Agreement of 6922767 Holding (Cayman) Inc.
- 10.10 2008 Share Incentive Plan of 6922767 Holding (Cayman) Inc.
- 10.11 Form of 2008 Option Agreement of 6922767 Holding (Cayman) Inc.
- 10.12 Form of 2008 Option Rollover Agreement of 6922767 Holding (Cayman) Inc.
- 10.13 Form of 2008 Special a Share Subscription Agreement
- 10.14 Form of 2008 Subscription Agreement of 6922767 Holding (Cayman) Inc.
- 10.15 Management Shareholders Agreement
- 10.16 Employment Agreement - William J. Amelio
- 10.17 Employment Agreement - Christine Baird
- 10.18 Employment Agreement - Neil Calvert
- 10.19 Employment Agreement - Rick Davis
- 10.20 Employment Agreement - Tilmann Gabriel
- 10.21 Employment Agreement - Joan Hooper
- 10.22 Employment Agreement - Michael O'neill
- 10.23 Amended and Restated Employment Agreement - Michael Summers
- 10.24 Amended and Restated Supp Retirement Plan Agreement - Christine Baird
- 10.25 Retirement Compensation Arrangement - Christine Baird
- 10.26 Retirement Compensation Arrangement - Neil Calvert
- 10.27 Amended and Restated Supp Retirement Plan - Neil Calvert
- 10.28 Supplemental Retirement Plan Agreement - Rick Davis
- 10.29 Retirement Compensation Agreement - Rick Davis
- 10.30 Agreement Regarding Termination - Christine Baird
- 10.31 Agreement Regarding Termination - Neil Calvert
- 10.32 Agreement Regarding Termination - Rick Davis
- 10.33 Consulting Agreement - Rick Davis
- 10.34 Compromise Agreement - Tilmann Gabriel
- 10.35 Offer Letter - Michael Summers
- 12.1 Computation of Ratio of Earnings to Fixed Charges
- 21.1 Schedule of Subsidiaries of 6922767 Holdings S.a R.L.
- 23.13 Consent of Ernst & Young LLP
- 25.1 Form T-1
- 99.1 Form of Letter of Transmittal
- 99.2 Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Others
- 99.3 Form of Letter to Clients
- 99.4 Form of Notice of Guaranteed Delivery
- COVER Cover
- 9 May 12 Registration of securities issued in business combination transactions (amended)
- 19 Apr 12 Registration of securities issued in business combination transactions (amended)
- 28 Mar 12 Registration of securities issued in business combination transactions (amended)
- 18 Jan 12 Registration of securities issued in business combination transactions
Exhibit 5.12
DLA PiperLLP (US) | ||
1717 Main Street, Suite 4600 | ||
Dallas, Texas 75201-4629 | ||
www.dlapiper.com | ||
T 214.743.4500 | ||
F 214.743.4545 |
January 18, 2012
CHC Helicopter S.A.
4740 Agar Drive
Richmond, BC V7B 1A3
Canada
Ladies and Gentlemen :
We have acted as special Texas counsel for Heli-One USA Inc., a Texas corporation (the “Company”), in connection with the Registration Statement on Form S-4 (the “Registration Statement”), filed by the Company’s indirect parent, CHC Helicopter S.A., asociétè anonyme organized under the laws of Grand Duchy of Luxembourg (the “Issuer”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the issuance by the Issuer of $1,100,000,000 principal amount of its 9.250% Senior Secured Notes due 2020 (the “Exchange Notes”) and the issuance by the Company and the other guarantors named in the Registration Statement (the “Guarantors”) of guarantees (the “Exchange Guarantees”) with respect to the Exchange Notes. The Exchange Notes and Exchange Guarantees will be offered by the Issuer in exchange for a like amount of its outstanding 9.250% Senior Secured Notes due 2020 (the “Old Notes”), which are guaranteed by the Guarantors (the “Old Guarantees”), upon the terms set forth in the Registration Statement and the letter of transmittal filed as an exhibit thereto. The Old Notes and Old Guarantees were issued, and the Exchange Notes and Exchange Guarantees will be issued, pursuant to an indenture dated as of October 4, 2010 (the “Indenture”) by and among the Issuer, the guarantors named therein, The Bank of New York Mellon, as trustee (the “Trustee”), and HSBC Corporate Trustee Company (UK) Limited as Collateral Agent.
In rendering the opinion expressed below, we have examined originals or copies of: (a) the Registration Statement, in the form filed with the Commission; (b) the Registration Rights Agreement relating to the Old Notes, among the Issuer, the Guarantors named therein, and Morgan Stanley & Co. Incorporated, HSBC Securities (USA) Inc., RBC Capital Markets Corporation, and UBS Securities LLC as representatives of the several initial purchasers, dated as of October 4, 2010; (c) the Indenture; (d) specimens of the certificates representing the New Notes; and (e) the other documents delivered by or on behalf of the Company and the Trustee as of the date hereof in connection with the delivery of the New Notes. We have also examined and relied upon such other instruments, corporate records, certificates of public officials, certificates of officers or other representatives of the Company and others and other documents as we have deemed necessary or appropriate as a basis for the opinions set forth herein.
We have assumed the following: (a) the genuineness of all signatures; (b) the authenticity of all documents submitted to us as originals; (c) the conformity to authentic original documents of all documents submitted to us as copies; (d) the truth, accuracy and completeness of the information, factual matters, representations and warranties contained in the records, documents, instruments and certificates we have reviewed as of their stated dates and as of the date hereof; (e) the legal capacity of natural persons; (f) that the Exchange Notes will be duly authenticated by the Trustee; and (g) the absence of any evidence extrinsic to the provisions of the written agreements between the parties that the parties
EAST\47454349.4
PDW
CHC Helicopter S.A.
January 18, 2012
Page Two
intended a meaning contrary to that expressed by those provisions. As to any facts material to the opinions expressed herein that were not independently established or verified, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others.
Based upon the foregoing, and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that:
(a) The Company is a corporation existing and in good standing under the laws of the State of Texas. The Company has the corporate power and authority to enter into and perform its obligations under the Exchange Guarantee.
(b) The execution and delivery by the Company of the Exchange Guarantee and the performance by the Company of its obligations thereunder have been authorized by all necessary corporate action by the Company.
The opinions set forth above are subject to the following qualifications and limitations:
(A) The opinions expressed herein are limited to the laws of the State of Texas.
(B) Our opinions are limited to those expressly set forth herein, and we express no opinions by implication.
(C) The opinions expressed herein are rendered as of the date set forth above. We expressly disclaim any obligation to update this letter after such date.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the prospectus that is part of the Registration Statement. The giving of this consent, however, does not constitute an admission that we are “experts” within the meaning of Section 11 of the Act or within the category of persons whose consent is required by Section 7 of the Act.
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.
CHC Helicopter S.A.
January 18, 2012
Page Three
Very truly yours,
/s/ DLA Piper LLP (US)