Exhibit 5.2
CLIFFORD CHANCE LLP
AVENUE LOUISE 65 BOX 2 1050 BRUSSELS BELGIUM TEL +32 2 533 5911 FAX +32 2 533 5959
www.cliffordchance.com |
To: Anheuser-Busch InBev Finance Inc. 250 Park Avenue New York, NY 10177 United States of America
Anheuser-Busch InBev Worldwide Inc. One Busch Place St. Louis, MO 63118 United States of America | Our reference: 30-41012534 Direct Dial: +32 2 533 5987 lounia.czupper @cliffordchance.com
19 March 2021 |
Registration of debt securities in an undetermined principal amount under a Registration Statement on Form F-3 dated 19 March 2021 - Anheuser-Busch InBev SA/NV and Cobrew NV
We have acted as your Belgian legal advisers in connection with the registration of debt securities in an undetermined principal amount by Anheuser-Busch InBev Finance Inc. and/or Anheuser-Busch InBev Worldwide Inc. (each an “Issuer”) under a Registration Statement (the “Registration Statement”) on Form F-3 dated 19 March 2021 filed with the U.S. Securities and Exchange Commission on 19 March 2021 in accordance with the US Securities Act of 1933 (the “Securities Act”) (the “Transaction”).
| 1. | INTRODUCTION |
| 1.1 | Documents |
The opinions given in this Opinion Letter relate to the following documents entered into in connection with the Transaction (the “Opinion Documents”):
| 1.1.1 | the Registration Statement; |
CLIFFORD CHANCE LLP IS A LIMITED LIABILITY PARTNERSHIP REGISTERED IN ENGLAND AND WALES UNDER NUMBER OC323571. THE FIRM’S REGISTERED OFFICE AND PRINCIPAL PLACE OF BUSINESS IS AT 10 UPPER BANK STREET, LONDON, E14 5JJ. A LIST OF THE NAMES OF THE MEMBERS AND THEIR PROFESSIONAL QUALIFICATIONS IS OPEN TO INSPECTION AT THIS OFFICE. THE FIRM USES THE WORD “PARTNER” TO REFER TO A MEMBER OF CLIFFORD CHANCE LLP OR AN EMPLOYEE OR CONSULTANT WITH EQUIVALENT STANDING AND QUALIFICATIONS.
| CLIFFORD CHANCE LLP |
| 1.1.2 | the form of base indenture to be entered into between, among others, Anheuser-Busch InBev Finance Inc. as issuer, Anheuser-Busch InBev SA/NV as parent guarantor, Cobrew NV as subsidiary guarantor and The Bank of New York Mellon Trust Company, N.A. as trustee (the “ABIFI Base Indenture”); and |
| 1.1.3 | the base indenture dated as of 4 April 2018 entered into between, among others, Anheuser-Busch InBev Worldwide Inc. as issuer, Anheuser-Busch InBev SA/NV as parent guarantor, Cobrew NV as subsidiary guarantor and The Bank of New York Mellon Trust Company, N.A. as trustee (the “ABIWW Base Indenture” and, together with the ABIFI Base Indenture, the “Base Indentures”). |
| 1.2 | Defined terms |
In this Opinion Letter:
| 1.2.1 | “Belgian Company” means each of the companies specified in Schedule 1 (Belgian Companies); |
| 1.2.2 | “Securities” means any Securities as defined in the relevant Base Indenture, issued after the date of the Registration Statement and the execution of the relevant Base Indenture in accordance with, and in the form set out in, the relevant Base Indenture; |
| 1.2.3 | “Guarantee” means any guarantee in respect of Securities entered into after the date of the Registration Statement and the execution of the relevant Base Indenture and substantially in the form as set out therein; |
| 1.2.4 | “Issue Documents” means the relevant Base Indenture, any Guarantee or any Securities; |
| 1.2.5 | terms defined or given a particular construction in the Opinion Documents have the same meaning in this Opinion Letter unless a contrary indication appears; and |
| 1.2.6 | headings in this Opinion Letter are for ease of reference only and shall not affect its interpretation. |
| 1.3 | Legal review |
For the purpose of issuing this Opinion Letter we have reviewed only the documents and completed only the searches and enquiries referred to in Schedule 2 (Documents and Enquiries) to this Opinion Letter.
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| 1.4 | Applicable law |
This Opinion Letter and the opinions given in it are governed by Belgian law and relate only to Belgian law as applied by the Belgian courts as at today’s date. All non-contractual obligations and any other matters arising out of or in connection with this Opinion Letter are governed by Belgian law. We express no opinion in this Opinion Letter on the laws of any other jurisdiction.
| 1.5 | Taxation |
We express no opinion on any taxation matter, and none is implied or may be inferred.
| 1.6 | Assumptions and reservations |
The opinions given in this Opinion Letter are given on the basis of our understanding of the terms of the Opinion Documents and the assumptions set out in Schedule 3 (Assumptions) and are subject to the reservations set out in Schedule 4 (Reservations) to this Opinion Letter. The opinions given in this Opinion Letter are strictly limited to the matters stated in paragraph 2 (Opinions) and do not extend to any other matters.
| 2. | OPINIONS |
We are of the opinion that:
| 2.1 | Corporate existence |
| 2.1.1 | Each Belgian Company is a naamloze vennootschap / société anonyme, duly incorporated and validly existing under Belgian law and has the capacity and power to enter into the Registration Statement and to perform its obligations thereunder. Any grounds of nullity or liquidation of any Belgian Company that might exist would operate without retrospective effect. |
| 2.1.2 | All corporate action required to authorise the execution by each Belgian Company of the Registration Statement, and the performance by it of its obligations thereunder has been duly taken. |
| 2.2 | Due execution |
The Registration Statement has been duly executed on behalf of Anheuser-Busch InBev SA/NV and Cobrew NV by Jan Vandermeersch and Noah Faase to the extent that Belgian law is applicable.
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| 2.3 | Legal, valid, binding and enforceable obligations |
In any proceedings taken in Belgium for the enforcement of either Base Indenture or any Guarantee, the obligations expressed to be assumed by any Belgian Company under the relevant Base Indenture or any Guarantee to which such Belgian Company is a party would (when such document has been duly executed by such Belgian Company) be recognised as the legal, valid and binding obligations of such Belgian Company and would be enforceable in the courts of Belgium.
| 2.4 | Immunity |
In any proceedings taken in Belgium in relation to the Registration Statement and the Base Indentures, no Belgian Company will be entitled to claim immunity from suit or enforcement.
| 3. | ADDRESSEES AND PURPOSE |
This Opinion Letter is provided in connection with the Transaction and is addressed to the Issuers. It may not, without our prior written consent, be relied upon for any other purpose or be disclosed to or relied upon by any other person save that it may be disclosed without such consent to:
| (a) | any person to whom disclosure is required to be made by applicable law or court order or pursuant to the rules or regulations of any supervisory or regulatory body or in connection with any judicial proceedings; and |
| (b) | the officers, employees, auditors and professional advisers of any addressee; |
on the basis that (i) such disclosure is made solely to enable any such person to be informed that an opinion has been given and to be made aware of its terms but not for the purposes of reliance, (ii) we do not assume any duty or liability to any person to whom such disclosure is made, and (iii) such person agrees not to further disclose this Opinion Letter or its contents to any other person, other than as permitted above, without our prior written consent.
We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not hereby concede that we are within the category of persons whose consent is required under Section 7 of the Securities Act, as amended, or the rules and regulations of the U.S. Securities and Exchange Commission thereunder.
/s/ Clifford Chance
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SCHEDULE 1
BELGIAN COMPANIES
ANHEUSER-BUSCH INBEV SA/NV, with its registered office at Grote Markt 1, 1000 Brussels, enterprise number 0417,497,106, RPM/RPR Brussels.
COBREW NV, with its registered office at Brouwerijplein 1, 3000 Leuven, enterprise number 0428,975,372, RPM/RPR Leuven.
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SCHEDULE 2
DOCUMENTS AND ENQUIRIES
| 1. | DOCUMENTS |
We have reviewed only the following documents for the purposes of this Opinion Letter.
| (a) | The Opinion Documents in the forms set out below: |
| (i) | a copy of the executed Registration Statement; |
| (ii) | a copy of the ABIFI Base Indenture in the form as attached to the Registration Statement; and |
| (iii) | a copy of the ABIWW Base Indenture as attached to the Registration Statement; |
| (b) | a copy of the coordinated statutes of each Belgian Company: |
| (i) | as at 3 June 2020 in respect of Anheuser-Busch InBev SA/NV; and |
| (ii) | as at 13 September 2017 in respect of Cobrew NV; |
| (C) | an extract from the minutes of a meeting of the board of directors of Anheuser-Busch InBev SA/NV held on 15 March 2018; |
| (d) | a copy of an unanimous written resolution of the board of directors of Cobrew NV dated on 15 March 2018; |
| (E) | an extract from the minutes of a meeting of the board of directors of Anheuser-Busch InBev SA/NV held on 17 March 2021; and |
| (f) | a copy of an unanimous written resolution of the board of directors of Cobrew NV dated on 17 March 2021. |
| 2. | SEARCHES AND ENQUIRIES |
We have undertaken only the following searches and enquiries in Belgium for the purposes of this Opinion Letter.
| (a) | An online search of the Annexes au Moniteur belge / Bijlagen tot het Belgisch Staatsblad was conducted in respect of each Belgian Company on 19 March 2021. The website was current up to 19 March 2021. |
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| (b) | An online search of the Moniteur belge / Belgisch Staatsblad was conducted in respect of each Belgian Company on 19 March 2021. The website was current up to issue No. 79 dated 19 March 2021. |
| (c) | An online search of the Central Solvency Register (Registre Central de la Solvabilité / Centraal Register Solvabiliteit) was conducted in respect of each Belgian Company on 19 March 2021. |
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SCHEDULE 3
ASSUMPTIONS
The opinions in this Opinion Letter have been made on the following assumptions.
| 1. | ORIGINAL AND GENUINE DOCUMENTATION |
| (a) | All signatures are genuine, all original documents are authentic and all copy documents supplied to us as photocopies or in portable document format (PDF) or other electronic form are genuine, accurate, complete and conform to the originals. |
| (b) | The ABIWW Base Indenture is duly executed by all parties and the ABIFI Base Indenture will be duly authorised and executed by all parties to them in the form as attached to the Registration Statement. |
| 2. | OBLIGATIONS OF THE PARTIES OTHER THAN THE BELGIAN COMPANIES |
| (a) | Each party to the Opinion Documents other than any Belgian Company (the “Other Parties”) has and will have the capacity, power and authority to enter into and to exercise its rights and to perform its obligations under the Opinion Documents to which it is a party. |
| (b) | Each Other Party has and will have duly authorised and executed the Opinion Documents to which it is a party. |
| 3. | DOCUMENTS NOT GOVERNED BY BELGIAN LAW |
The obligations expressed to be assumed by the parties to the Opinion Documents, any Guarantees or any Securities constitute or will constitute, as the case may be, their legal, valid, binding and enforceable obligations under New York law.
| 4. | CORPORATE AUTHORITY OF THE BELGIAN COMPANY |
| (a) | The resolutions of the board of directors of Anheuser-Busch InBev SA/NV set out in the extracts from the minutes referred to in Schedule 2 (Documents and Enquiries) were duly passed at a properly convened meeting of duly appointed directors of such Belgian Company, have not been amended or rescinded and are in full force and effect; the directors who attended and voted at the said meeting have complied with all applicable provisions of article 523 of the Company Code or article 7:96 of the Companies and Associations Code, as applicable, dealing with conflicts of interests of directors. |
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| (b) | The written resolutions of the board of directors of Cobrew NV referred to in Schedule 2 (Documents and Enquiries) were approved by all directors of such Belgian Company, have not been amended or rescinded and are in full force and effect; the choice of using a written resolution in March 2018 rather than an actual meeting was duly justified by the urgency of the matter and was in the interest of the relevant Belgian Company; the directors have complied with all applicable provisions of article 523 of the Company Code or 7:96 of the Companies and Associations Code, as applicable, dealing with conflicts of interests of directors. |
| (c) | No Belgian Company has not resolved to enter into liquidation, filed an application for bankruptcy, filed an application for or been subject to proceedings for judicial reorganisation, or been adjudicated bankrupt or annulled as a legal entity (our searches and the bankruptcy certificates referred to in Schedule 2 (Documents and Enquiries) did not reveal anything to the contrary). |
| (d) | The board of directors of each Belgian Company has satisfied itself that the entry by such Belgian Company into the Opinion Documents to which it is a party would be of benefit to it and that the burdens resulting therefrom would not be disproportionate to those benefits, and the conclusions of the board in this respect are not unreasonable. |
| (e) | The entry by any Belgian Company into any of the Opinion Documents to which it is a party is not an abnormal transaction entered into by it in the knowledge that so doing would prejudice its creditors. |
| (f) | No moneys borrowed or raised under the Opinion Documents have been or will be used to finance or refinance an acquisition of or subscription to shares in any Belgian Company. |
| 5. | SEARCHES AND ENQUIRIES |
There have been no amendments to the statutes of any Belgian Company since the coordinated statutes referred to in Schedule 2 (Documents and Enquiries) (our searches referred to in that Schedule did not reveal anything to the contrary).
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However, it is our experience that the searches and enquiries referred to in paragraph 2 of Schedule 2 (Documents and enquiries) may be unreliable. In particular, in the case of the searches and enquiries referred to in paragraphs (a), (b) and (c), they are not conclusively capable of disclosing whether or not insolvency proceedings have been commenced in Belgium, nor do they indicate whether or not insolvency proceedings have begun elsewhere.
| 6. | OTHER DOCUMENTS |
| (a) | Save for those listed in Schedule 2 (Documents and Enquiries), there is no other agreement, instrument or other arrangement between any of the parties to any of the Opinion Documents which modifies or supersedes any of the Opinion Documents. |
| (b) | Any Securities or Guarantees will, prior to the issuance or execution thereof, be validly approved by or behalf of each Belgian Company, and will be executed by persons authorised by each relevant Belgian Company. |
| (c) | Any Guarantees will be entered into in accordance with the relevant Base Indenture and the Registration Statement and will, when duly executed, not conflict with any than present law or regulation having the force of law in Belgium and applicable to a Belgian Company or any term of the coordinated statutes of a Belgian Company. |
| (d) | Any Securities will be duly issued (and there terms established) in accordance with the relevant Base Indenture and be issued and sold as contemplated in the Registration Statement, and will, when duly executed and authenticated in accordance with the Indenture, not conflict with any than present law or regulation having the force of law in Belgium and applicable to a Belgian Company or any term of the coordinated statutes of a Belgian Company. |
| 7. | OTHER LAWS |
All acts, conditions or things required to be fulfilled, performed or effected in connection with the Opinion Documents under the laws of any jurisdiction other than Belgium have been duly fulfilled, performed and effected.
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SCHEDULE 4
RESERVATIONS
The opinions in this Opinion Letter are subject to the following reservations.
| 1. | LIMITATIONS ARISING FROM INSOLVENCY LAW |
The enforceability of the Opinion Documents is subject to the provisions of any applicable bankruptcy, insolvency, liquidation or other laws relating to or affecting the enforcement of creditors’ rights generally including statutes of limitation; in particular it is to be noted that:
| (a) | any provision in the Opinion Documents providing for an event of default, an acceleration or another early termination of the Opinion Documents by reason of a party being subject to proceedings for a judicial reorganisation may not be enforceable; |
| (b) | if any Belgian Company is declared bankrupt and if the date of its relevant Guarantee is within the pre-bankruptcy suspect period (the so-called “suspect period” may have a duration of up to six months before the declaration of bankruptcy, or more if the bankrupt entity was already in liquidation, whether formally or as a matter of fact, or in judicial reorganisation before its bankruptcy), then there is a risk that its obligations as a Guarantor may be set aside on the grounds that they were assumed without adequate consideration; |
| (c) | restrictions on the enforcement of its rights against other Guarantors and the Issuer imposed that may be imposed on any Belgian Company pursuant to the Guarantees may cease to be effective upon the bankruptcy of such Belgian Company; |
| (d) | any power of attorney or other mandate would lapse on the bankruptcy of the party that granted it, and may lapse on an application for judicial reorganisation; |
| (e) | penalties and liquidated damages may not be enforceable in a judicial reorganisation; |
| (f) | termination clauses may be subject to a mandatory 15 day grace period in a judicial reorganisation; and |
| (g) | a party subject to judicial reorganisation may in certain circumstances opt not to perform current contracts, without prejudice however to damages resulting from that non performance. |
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| 2. | ENFORCEABILITY OF CLAIMS |
In this Opinion Letter “enforceable” means that an obligation is of a type which the Belgian courts may enforce. It does not mean that those obligations will be enforced in all circumstances in accordance with the terms of the Opinion Documents. In particular:
| (a) | no opinion is given on any issue which may arise out of, or relate to, the giving of financial assistance pursuant to the Companies and Associations Code, nor the consequences thereof on the enforceability of any Guarantee; |
| (b) | rights may not be exercised in an abusive manner, and a party may be denied the right to invoke a contractual right if so doing would be abusive; |
| (c) | where any party is vested with a discretion or may determine a matter in its opinion, Belgian law may require such discretion to be exercised reasonably or such opinion to be based on reasonable grounds; |
| (d) | a party to a contract may be able to avoid its obligations under that contract (and may have other remedies) where it has been induced to enter into that contract by coercion, undue influence or misrepresentation and the Belgian courts will generally not enforce an obligation if there has been fraud; |
| (e) | any certificate, determination, calculation or other matter stated to be conclusive and/or binding by one party may nevertheless be subject to court review; |
| (f) | periods of grace for the performance of its obligations may be granted by the courts to a debtor who has acted in good faith; and |
| (g) | we offer no opinion as to the enforceability of any clause in either Base Indenture, any Guarantee or any Securities that may cause a liability to arise, or a debt becoming due, upon the occurrence of a change of control, to the extent that such provision relates to a change of control over any Belgian Company, until such time as that provision will have been approved by a general meeting (or a unanimous written resolution) of the shareholders of the relevant Belgian Company and a copy of the approval resolutions will have been duly filed with the clerk of the enterprise court of Brussels, in respect of Anheuser-Busch InBev SA/NV, or Leuven, in respect of Cobrew NV, in each case in accordance with Article 7:151 of the Companies and Associations Code. |
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| 3. | INDEMNITIES |
| (a) | Provisions for the recovery of legal fees incurred by a party may not be enforceable beyond a maximum amount set by royal decree. |
| (b) | Indemnification provisions in respect of fines or other criminal or administrative penalties may not be enforceable. |
| 4. | MISCELLANEOUS MATTERS |
| (a) | The opinions expressed in this Opinion Letter are subject to the effects of any United Nations, European Union or Belgian sanctions or other similar measures implemented or effective in Belgium with respect to any party to the Opinion Documents which is, or is controlled by or otherwise connected with, a person resident in, incorporated in or constituted under the laws of, or carrying on business in, a country to which any such sanctions or other similar measures apply, or is otherwise the target of any such sanctions or other similar measures. We express no opinion on any provision which has the effect of contravening Council Regulation (EC) No 2271/96 (the “Blocking Regulation”) or any consequences thereof. |
| (b) | The provisions of the Guarantees whereby a Belgian Company agrees to subordinate certain intra-group claims, and in certain circumstances to refrain from exercising subrogation rights, taking enforcement steps or demanding payment in respect of these intra-group claims will be recognised as constituting legal, valid and binding obligations as between the parties. There are doubts, however, as to whether these provisions will be effective against a liquidator in the insolvency of such Belgian Company or against other third-party creditors of such Belgian Company. |
| (c) | Enforcement action by a party established in Belgium may not be admissible before the courts if that party is not properly registered with the trade registry (Banque-Carrefour des entreprises / Kruispuntbank van Ondernemingen). |
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