Exhibit 5.1
Louis Lehot
T: +1 650 843 5949
llehot@cooley.com
May 29, 2013
CHC Helicopter S.A.
4740 Agar Drive
Richmond, BC V7B 1A3, Canada
| Re: | Issuance of exchange notes |
Ladies and Gentlemen:
We have acted as U.S. counsel for CHC Helicopter S.A., asociété anonyme organized under the laws of the Grand Duchy of Luxembourg (the “Issuer”), and to the entities listed on Schedule I hereto (collectively, the “Guarantors”), in connection with the Registration Statement on Form S-4 (the “Registration Statement”) filed by the Issuer and the Guarantors 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 $300,000,000 aggregate principal amount of 9.375% Senior Notes due 2021 (the “Exchange Notes”), which will be guaranteed (the “Guarantees”) by the Guarantors. The Exchange Notes and the Guarantees will be issued under an Indenture, dated as of May 13, 2013 (the “Indenture”), among the Issuer, the Guarantors, and the Bank of New York Mellon, a corporation organized under the laws of the State of New York authorized to conduct a banking business, as trustee (the “Trustee”). The Issuer will offer the Exchange Notes in exchange for $300,000,000 aggregate principal amount of its outstanding 9.375% Senior Notes due 2021 that were issued on May 13, 2013.
This opinion is being furnished in accordance with the requirements of Item 601(b)(5)(i) of Regulation S-K promulgated by the Commission as exhibit 5.1 to the Registration Statement filed with the Commission on the date hereof.
In connection with this opinion, we have examined the Registration Statement and the Indenture (including the Form of Note set forth therein), which have been filed with the Commission as an exhibit to the Registration Statement and such matters of fact and questions of law as we have considered appropriate for purposes of rendering the opinions expressed below. In addition, we have examined originals or copies, certified or otherwise identified to our satisfaction, of each of the Issuer’s and Guarantors’ (i) articles of incorporation or other formation documents, (ii) bylaws or operating agreement, (iii) authorizing resolutions and (iv) such records, documents, certificates, memoranda and other instruments as we have considered necessary to provide a basis for the opinion hereinafter expressed.
In such examination, we have assumed that the signatures on documents and instruments examined by us are authentic, that each is complete and what it purports to be, that all documents and instruments submitted to us as copies or facsimiles or in electronic form conform with the originals, that such documents and instruments (other than documents or instruments to which the Issuer or a Guarantor is a party) have not been amended or modified
3175 HANOVER STREET, PALO ALTO, CA 94304-1130 T: (650) 843-5000 F: (650) 849-7400 WWW.COOLEY.COM
CHC Helicopter S.A.
May 29, 2013
Page Two
since the date submitted, and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof. We also have assumed that the Indenture is the valid and legally binding obligations of the Trustee. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Issuer and the Guarantors.
We have assumed further that (i) each of the Issuer and the Guarantors is validly existing under the laws of its jurisdiction of incorporation, has the corporate or similar power to enter into and perform the Indenture, the Exchange Notes and the Guarantees, as applicable, in accordance with their respective terms and has duly authorized, executed and delivered the Indenture, the Exchange Notes and the Guarantees, as applicable, in accordance with its respective organizational documents and the laws of its jurisdiction of incorporation and (ii) execution, delivery and performance by the Issuer and each of the Guarantors of the Indenture, the Exchange Notes and the Guarantees do not and will not violate the laws of its respective jurisdiction of incorporation or any other applicable laws (excepting the law of the State of New York and the federal laws of the United States), except that the assumptions stated in clauses (i) and (ii) are not made with respect to Heli-One (US) Inc.
Based upon and subject to the foregoing and the qualifications, assumptions and limitations stated herein, it is our opinion that:
1.When the Exchange Notes have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture upon the exchange, the Exchange Notes will constitute valid and legally binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms.
2.When (a) the Exchange Notes have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture upon the exchange, and (b) the Guarantees have been duly issued, the Guarantees will constitute valid and legally binding obligations of the Guarantors, enforceable against the Guarantors in accordance with their terms.
Our opinions set forth above are subject to (i) the effects of bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or at law); (ii) public policy considerations which may limit the rights of parties to obtain remedies, (iii) the implied covenants of good faith and fair dealing, and (iv) the effects of the possible judicial application of foreign laws or foreign governmental or judicial action affecting creditors’ rights. We express no opinions concerning (i) the validity or enforceability of any provision contained in any Exchange Notes, the Guarantees or the Indenture that purports to waive or not give effect to rights to notices, defenses, subrogation or other rights or benefits that cannot be effectively waived under applicable law, (ii) the enforceability of any indemnification provisions to the extent they purport to relate to liabilities resulting from or based upon negligence or any violation of federal or state securities laws, or (iii) Section 13.10 of the Indenture relating to severability. In addition, we express no opinions concerning the validity, legally binding effect or enforceability of any provision contained in any
3175 HANOVER STREET, PALO ALTO, CA 94304-1130 T: (650) 843-5000 F: (650) 849-7400 WWW.COOLEY.COM
CHC Helicopter S.A.
May 29, 2013
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Exchange Notes, the Guarantees or the Indenture that requires or relates to payment of any interest at a rate or in an amount that a court would determine in the circumstances under applicable law to be commercially unreasonable or a penalty or a forfeiture.
In connection with the provisions of the Indenture whereby the parties submit to the subject matter jurisdiction of the U.S. federal courts in the Borough of Manhattan in the City of New York, we note the limitations of 28 U.S.C. Sections 1331 and 1332 on subject matter jurisdiction of the federal courts. In connection with the provisions of the Indenture that relate to forum selection of the U.S. federal and state courts in the Borough of Manhattan in the City of New York (including, without limitation, any waiver of any objection to venue or any objection that a court is an inconvenient forum), we note that under NYCPLR Section 510 a New York State court may have discretion to transfer the place of trial, and under 28 U.S.C. Section 1404(a) a United States district court has discretion to transfer an action from one federal court to another.
We do not express any opinion herein concerning any law other than the laws of the State of New York, the federal laws of the United States and the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus included in Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
This opinion letter is rendered as of the date first written above and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. Our opinions are expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Issuer, any Exchange Notes, Guarantees or the Indenture or any other agreements or transactions that may be related thereto or contemplated thereby. We are expressing no opinion as to any obligations that parties other than the Issuer and the Guarantors may have under or in respect of the Exchange Notes, the Guarantees or the Indenture, or as to the effect that their performance of such obligations may have upon any of the matters referred to above.
Very truly yours,
Cooley LLP | ||
| By: | /s/ Louis Lehot | |
| Louis Lehot, Partner | ||
3175 HANOVER STREET, PALO ALTO, CA 94304-1130 T: (650) 843-5000 F: (650) 849-7400 WWW.COOLEY.COM
CHC Helicopter S.A.
May 29, 2013
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SCHEDULE 1
GUARANTORS
Name of Guarantor | Jurisdiction of | |
6922767 Holding S.à r.l. | Luxembourg | |
Capital Aviation Services B.V. | Netherlands | |
CHC Capital (Barbados) Limited | Barbados | |
CHC Den Helder B.V. | Netherlands | |
CHC Global Operations (2008) Inc. | Canada | |
CHC Global Operations Canada (2008) Inc. | Canada | |
CHC Global Operations International Inc. | Canada | |
CHC Helicopter Holding S.à r.l. | Luxembourg | |
CHC Helicopters (Barbados) Limited | Barbados | |
CHC Holding NL B.V. | Netherlands | |
CHC Holding (UK) Limited | Scotland | |
CHC Hoofddorp B.V. | Netherlands | |
CHC Netherlands B.V. | Netherlands | |
CHC Norway Acquisition Co AS | Norway | |
Helicopter Services Group AS | Norway | |
Heli-One Canada Inc. | Canada | |
Heli-One Holdings (UK) Limited | England | |
Heli-One (Europe) AS | Norway | |
Heli-One Leasing Inc. | Canada | |
Heli-One Leasing (Norway) AS | Norway | |
Heli-One (Norway) AS | Norway | |
Heli-One (Netherlands) B.V. | Netherlands | |
Heli-One (UK) Limited | Scotland | |
Heli-One (U.S.) Inc. | Delaware | |
Heli-One USA Inc. | Texas | |
Heliworld Leasing Limited | England | |
CHC Leasing (Ireland) Limited | Ireland | |
Integra Leasing AS | Norway | |
Lloyd Bass Strait Helicopters Pty. Ltd. | Australia | |
Lloyd Helicopters International Pty Ltd. | Australia | |
Lloyd Helicopters Pty. Ltd. | Australia | |
Lloyd Helicopter Services Limited | Scotland | |
Lloyd Helicopter Services Pty. Ltd. | Australia | |
CHC Helicopter Australia Pty. Ltd. | Australia | |
Management Aviation Limited | England |
3175 HANOVER STREET, PALO ALTO, CA 94304-1130 T: (650) 843-5000 F: (650) 849-7400 WWW.COOLEY.COM