Exhibit 5.1
November 23, 2005
Kerzner International Limited
Kerzner International North America, Inc.
Coral Towers - Executive Office
Paradise Islands, The Bahamas
Kerzner International Limited
Kerzner International North America, Inc.
6¾% Senior Subordinated Notes due 2015
Form F-4 Registration Statement
Ladies and Gentleman:
I am Executive Vice President and General Counsel for Kerzner International Limited, an international business company organized and existing under the laws of the Commonwealth of The Bahamas (“Kerzner International”) and Kerzner International North America, Inc., a Delaware corporation and a wholly owned subsidiary of Kerzner International (“KINA” and, together with Kerzner International, the “Issuers”), and as such have acted as counsel in connection with the filing by the Issuers with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form F-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”) relating to the proposed issuance and exchange (the “Exchange Offer”) of up to $400,000,000 aggregate principal amount of their 6¾% Senior Subordinated Notes due 2015 (the “New Notes”), which have been registered under the Act, for a like principal amount of the Issuers’ issued and outstanding 6¾% Senior Subordinated Notes due 2015 (the “Original Notes”). The New Notes are to be issued pursuant to the indenture dated as of September 22, 2005, as amended by the first supplemental indenture dated as of September 22, 2005 (the “Indenture”) among the Issuers and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in the Indenture.
In that connection, I have examined originals, copies or certified copies (or otherwise identified to my satisfaction) of such documents, corporate records and other instruments as I have deemed necessary or appropriate for purposes of this opinion, including the Indenture.
In rendering my opinion, I have assumed (i) the due authorization, execution and delivery of all documents by all parties other than KINA; (ii) the authenticity of all documents submitted to me as originals and (iii) conformity to originals of the documents submitted to me as copies.
Based on the foregoing, I am of opinion as follows:
1. Each of the Indenture and the Registration Statement has been duly authorized, executed and delivered by KINA and the subsidiaries listed on Schedule I hereto (the “Non-Bahamian Guarantors”) and, assuming due authorization, execution and delivery thereof by the Trustee, the Indenture constitutes a legal, valid and binding obligation of KINA and the Non-Bahamian Guarantors in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether such enforceability is considered in a proceeding in equity or at law).
2. The New Notes and the Guarantees issued by the Non-Bahamian Guarantors have been duly authorized by KINA and the Non-Bahamian Guarantors, respectively, and, when executed and authenticated in accordance with the provisions of the Indenture and delivered in exchange for the Original Notes pursuant to the Exchange Offer, will constitute legal, valid and binding obligations of KINA and the Non-Bahamian Guarantors, enforceable against KINA and the Non-Bahamian Guarantors in accordance with their terms and entitled to the benefits of the Indenture (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether such enforceability is considered in a proceeding in equity or at law). In expressing the opinion set forth in this Paragraph 2, I have assumed that the form of the New Notes will conform to that included in the Indenture.
I hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. I also consent to the reference to me under the caption “Legal Matters” in the Registration Statement.
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I am admitted to practice only in the State of New York and express no opinion herein as to matters governed by any laws other than the laws of the State of New York, the General Corporation Law of the State of Delaware and the Federal laws of the United States of America. The opinion is rendered to you solely for your benefit in connection with the transactions referred to above and may not be relied upon by any other person, firm or corporation without my prior written consent.
| Very truly yours, | |
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| /s/ Richard M. Levine |
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| Richard M. Levine | |
| Executive Vice President and General | |
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SCHEDULE I
Non-Bahamian Guarantors
Subsidiary |
| Jurisdiction of Organization |
Kerzner International Management Limited |
| British Virgin Islands |
Kerzner Investments Connecticut, Inc. |
| Connecticut |
Kerzner International Nevada, Inc. |
| Nevada |
Kerzner International Resorts Inc. |
| Florida |
PIV, Inc. |
| Florida |
ISS, Inc. |
| Florida |
Kerzner International Marketing, Inc. |
| Florida |
Kerzner Investments California, Inc. |
| Delaware |
Kerzner International New York, Inc. |
| New York |
Kerzner Hotels International (Bermuda) Limited |
| Bermuda |
Kerzner International Finance (BVI) Limited |
| British Virgin Islands |
Aberdeen Management Limited |
| Channel Islands |
Birbo NV |
| Netherlands Antilles |
Kerzner Hotels International Management NV |
| Netherlands Antilles |
Purposeful BV |
| Netherlands |
Kerzner International Marketing (UK) Limited |
| United Kingdom |
Kerzner International Development Services, Inc. |
| Delaware |
Kerzner New York, Inc. |
| Delaware |
Solea Vacances SA |
| France |
Kerzner International Development Services Mexico, S. de R.L. de C.V. |
| Mexico |
Kerzner International Development Services, Inc. |
| Delaware |
Kerzner International Management Services, Inc. |
| Delaware |
Kerzner International California, Inc. |
| Delaware |
Kerzner International Development Services Holding, L.L.C. |
| Delaware |
Kerzner International Management Services Holding, L.L.C. |
| Delaware |
Kerzner International Management Services Mexico, S. de R.L. de C.V. |
| Mexico |
Kerzner Northampton Limited |
| United Kingdom |
Kerzner Servicios Mexico, S. de R.L. de C.V. |
| Mexico |
Kerzner International Development Services (UK) Limited |
| United Kingdom |
Kerzner International Palm Island Limited |
| British Virgin Islands |
Kerzner International UAE Limited |
| British Virgin Islands |
Kerzner International Employment Services Limited |
| British Virgin Islands |
Kerzner International Development FZ-LLC |
| Dubai Free Zone |
Kerzner International Management FZ-LLC |
| Dubai Free Zone |
One&Only Management Limited |
| British Virgin Islands |
One&Only Resorts Limited |
| British Virgin Islands |
Kerzner Investments BLB, Inc. |
| Delaware |
Kerzner Investments Pennsylvania, Inc. |
| Delaware |
Kerzner Greenwich Hotel Limited |
| United Kingdom |
Kerzner Greenwich Casino Limited |
| United Kingdom |
Kerzner Glasgow Limited |
| United Kingdom |
Kerzner UK Gaming Limited |
| United Kingdom |
Kerzner Manchester Limited |
| United Kingdom |
One&Only Resorts (Deutschland) Gmbh |
| Germany |
One&Only Resorts (France) EURL |
| France |
One&Only Resorts (Southern Africa) (Pty) Limited |
| South Africa |
World Leisure Holidays (Pty.) Limited |
| South Africa |
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