Exhibit 5.6
ZAINAL AZIMn TUNKU FARIK ISMAILn WONG HOK MUNn EDMUND LIEW YIN CHIANGn B. BALAKUMAR n T. THARUMARAJAHn JOHN WONG YOK HON n ANANTHARAJAH SHANMUGAM | PEGUAMBELA & PEGUAMCARA ADVOCATES & SOLICITORS TRADE MARK AGENT NOTARY PUBLIC | |
Senior Legal Assistants
JASVINDAR KAURn THEIVENDRAN N. GANAPATHYn V. MUTHU KUMARANn NG LEE MENGn NASREEN MYDINn FITRIYAH BINTI ABDULLAHn ONG LAY POOIn JULIA KHOO LAY KUANn NG LI PONGn FELICIA YONG YEE SEWn CHAN HWEE LIn ANDY ENGKAMATn MELISA PANG MEI MINGn NATHALEE OWYANGn CHITHRA JEGANATHANn YEE KAR MINGn LEE YEWn WONG YONG FEIn L. I. KANNANn LEE SIAD HUEYn R L BANI PRAKASHn WONG WAI LEONGn CAROLINE JIM PUI YEE Tarikh: Bilangan Tuan: Date: Your Reference:
January 23, 2006 | (OFFICE HOURS: MONDAY - FRIDAY 8.30 AM - 5.30 PM)
UNIT 5-03 5TH FLOOR, STRAITS TRADING BUILDING, 2. LEBUH PASAR BESAR, 50050 KUALA LUMPUR MALAYSIA P. O. BOX 11478 50100 KUALA LUMPUR TEL NO : + (60 3) 2697-0355 FAX NO :+ (60 3)2693-8060
Email : aok@po.jaring.my / info@alfw.com.my Website : www.atfw.com.my
Bilangan Kami: Our Reference: 9.1475.6(EL/kl) |
To: | Sensata Technologies BV |
Kolthofsingel 8, 7602 EM Almelo |
The Netherlands |
and also at:- |
Corporation Service Company |
1177 Avenue of the Americas |
17th Floor |
New York, New York 10001 |
Dear Sirs,
Re: | Sensata Technologies Malaysia Sdn. Bhd. (formerly known as |
S&C Acquisition Sdn. Bhd.) (the “Guarantor”) |
$450,000,000, 8% Senior Notes Due 2014 |
€245,000,000 9% Senior Subordinated Notes Due 2016 |
(collectively the “Notes”) |
We have acted as Malaysian legal advisers for the Guarantor in connection with the guarantees both dated April 27, 2006 (the “Guarantees”) by the Guarantor of the Notes issued pursuant to the both indentures dated April 27, 2006 (“Indentures”“) respectively among Sensata Technologies B.V., a private company with limited liability incorporated under the laws of The Netherlands (“Issuer”), the guarantors named therein (including the Guarantor) and The Bank of New York as trustee, and the transactions related thereto.
2. This opinion is rendered in relation to the Guarantees of the Exchange Notes by the Guarantor pursuant to the Issuer’s offer to exchange (“Exchange Offer”) the Notes, which have not been registered under the Securities Act, for notes (“Exchange Notes”) to be registered under the United States Securities Act of 1933, as amended (the “Securities Act”).
AZIM, TUNKU FARIK & WONG | January 23, 2006 |
3. We have examined all documents and certificates and such matters of law as we have deemed necessary for the purposes of this opinion including the following documents:-
(a) | Senior Indenture dated April 27, 2006 related to the $450,000,000, 8% Senior Notes Due 2014 (“Senior Indenture”); |
(b) | Senior Subordinated Indenture dated April 27, 2006 related to the €245,000,000 9% Senior Subordinated Notes Due 2016 (“Senior Subordinated Indenture”); |
(c) | Guarantee in respect of the Senior Notes (“Senior Guarantee); |
(d) | Guarantee in respect of the Senior Notes (“Senior Subordinated Guarantee”) |
(the Indentures (comprising of the Senior Indenture and the Senior Subordinated Indenture), the Guarantees (comprising of the Senior Guarantee and the Senior Subordinated Guarantee), are collectively referred to as the “Transaction Documents”).
4. In the examination of the above documents, we have assumed:-
(a) | the genuineness of all signatures, stamps and seals, the conformity to the original of all documents submitted to us as forms of originals, photocopies, facsimile or electronic copies; |
(b) | the correctness of all facts stated therein; |
(c) | the parties to the Transaction Documents (other than the Guarantor) have each executed or will execute each of the aforesaid documents to which they are a party; |
(d) | the parties to the Transaction Documents (other than the Guarantor) each have all requisite power and authority and have taken all necessary actions to authorize each to enter into each of the aforesaid documents to which they are a party and to deliver and effect the transactions provided therein and that the same constitute legal, valid and binding obligations of each of the parties thereto (other than the Guarantor) enforceable in accordance with their respective terms under the laws of [New York]; |
(e) | the execution of the Transaction Documents and the consummation of the transactions provided for therein do not contravene any applicable law of any jurisdiction (other than in respect of the laws of Malaysia); and |
(f) | that all authorizations, consents and approvals required from any governmental or other authorities outside Malaysia and all other requirements outside Malaysia for the legality, validity and enforceability of the Transaction Documents have been duly obtained and fulfilled and are and will remain in full force and effect and that all conditions to which they are subject have been satisfied. |
5. Based upon the foregoing assumptions, the examination of the documents referred to in paragraph 3 hereof and subject to the qualifications set forth below, we are of the opinion that:-
(a) | the Guarantor has duly authorized, executed and delivered the Indentures; and |
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AZIM, TUNKU FARIK & WONG | January 23, 2006 |
(b) | when the Exchange Notes have been issued by the Issuer, the guarantee by the Guarantor of the obligations of the Issuer under the Exchange Notes pursuant to the provisions of the Indentures will be binding obligations of the Guarantor. |
6. Our opinion is also qualified to the extent that:-
(a) | a court of Malaysia may treat provisions in the Indentures and/or Guarantees of the Notes relating to default interest or liquidated damages if the same exist as penalties and may award only such compensation as it deems fit in lieu thereof; |
(b) | provisions on severability may not be effective - it will depend on the nature and extent of the illegality, invalidity or unenforceability in question; |
(c) | the term “enforceable” used above means that the obligations assumed or to be assumed by the Issuer under Security Documents are of a type which the Malaysian courts enforce. It does not mean that those obligations will necessarily be enforced in all circumstances in accordance with their terms. Further the enforceability of documents may be limited by limitation periods, lapse of time, liquidation, reorganisation, reconstruction, bankruptcy, insolvency or other similar laws affecting the rights and remedies of creditors generally and general principles of equity; and |
(d) | this opinion is limited to the laws of Malaysia of general application at the date hereof as currently applied by the courts of Malaysia and is given on the basis that it will be governed by and construed in accordance with the laws of Malaysia. We express no opinion as to any laws other than the laws of Malaysia. |
7. This opinion may be relied upon by your advisers and your successors only in relation to the transaction specified above and lodged as an exhibit to the Registration Statement. Save for the foregoing this opinion shall not be transmitted delivered to nor relied on by any other person nor read as an opinion with respect to any other matter or used for any other purpose or quoted or referred to in any public document filed with anyone.
Yours faithfully, |
/s/ Edmund Liew Yin Chiang |
Edmund Liew Yin Chiang |
for and on behalf of |
Messrs. Azim, Tunku Farik & Wong |
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