Exhibit 5.1
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| | 53rd at Third 885 Third Avenue New York, New York 10022-4834 Tel: +1.212.906.1200 Fax: +1.212.751.4864 www.lw.com |
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 | | FIRM/AFFILIATE OFFICES |
| | Abu Dhabi | | Moscow |
| | Barcelona | | Munich |
| | Beijing | | New Jersey |
| June 29, 2010 | | Brussels | | New York |
| | Chicago | | Orange County |
| | Doha | | Paris |
| | Dubai | | Riyadh |
| | Frankfurt | | Rome |
| | Hamburg | | San Diego |
| Global Crossing Limited | | Hong Kong | | San Francisco |
| Wessex House | | Houston | | Shanghai |
| 45 Reid Street | | London | | Silicon Valley |
| Hamilton HM12, Bermuda | | Los Angeles | | Singapore |
| | Madrid | | Tokyo |
| | Milan | | Washington, D.C. |
| | Re: | Registration Statement on Form S-4 (Registration No. 333-167635) |
| | | $750,000,000 principal amount of 12% Senior Secured Notes due 2015 |
Ladies and Gentlemen:
We have acted as special U.S. counsel to Global Crossing Limited, an exempted company with limited liability formed under the laws of Bermuda (the “Company”), in connection with the issuance of up to $750,000,000 in aggregate principal amount of the Company’s 12% Senior Secured Notes due 2015 (the “Notes”) and the guarantee of the Notes (the “Guarantees” and, together with the Notes, the “Securities”) by the subsidiaries of the Company identified onSchedule 1 hereto (collectively, the “Delaware Corporate Guarantors”), the subsidiary of the Company identified onSchedule 2 hereto (the “Delaware LLC Guarantor” and, together with the Delaware Corporate Guarantors, the “Delaware Guarantors”), the subsidiary of the Company identified onSchedule 3 hereto (the “New York Guarantor”), the subsidiary of the Company identified onSchedule 4 hereto (the “California Guarantor”) and the other subsidiaries of the Company identified onSchedule 5 hereto (collectively, the “Other Guarantors” and, together with the Delaware Guarantors, the New York Guarantor and the California Guarantor, the “Guarantors”), under an indenture dated as of September 22, 2009, including the Guarantees contained therein, as supplemented by the first supplemental indenture dated March 11, 2010 (collectively, the “Indenture”), among the Company, the Guarantors and Wilmington Trust FSB, as trustee, and pursuant to a registration statement on Form S-4 (Registration No. 333-167635) under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on June 18, 2010 (as amended, the “Registration Statement”). The Securities are to be issued in exchange for the Company’s outstanding 12% Senior Secured Notes due 2015 and the Guarantors’ guarantees thereof (collectively, the “Outstanding Securities”) on the terms set forth in the prospectus contained in the Registration Statement (the “Prospectus”) and the related letter of transmittal filed as Exhibit 99.1 to the Registration Statement (the “Letter of Transmittal”). This letter is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement, Prospectus or Letter of Transmittal, other than as expressly stated herein with respect to the validity of the Securities.
Global Crossing Limited
June 29, 2010
Page 2
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon oral or written statements and representations of officers and other representatives of the Company, the Guarantors and others as to factual matters without having independently verified such factual matters. We are opining herein as to the internal laws of the State of New York, the General Corporation Law of the State of Delaware, the Delaware Limited Liability Company Act and the General Corporation Law of the State of California, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of the Delaware Guarantors or the California Guarantor, any other laws, or as to any matters of municipal law or the laws of any local agencies within any State. Various issues concerning the laws of other jurisdictions identified onSchedule 6 hereto are addressed in one or more opinion letters of the respective law firms identified opposite the name of each such jurisdiction onSchedule 6 hereto (each, a “Local Counsel Opinion”), and each such Local Counsel Opinion has been filed as an exhibit to the Registration Statement. With respect to the opinions expressed herein insofar as they depend on the laws of the jurisdictions set forth onSchedule 6 hereto, we have with your consent relied exclusively on the Local Counsel Opinions, subject to all of the assumptions, limitations and qualifications set forth therein.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Notes have been duly executed, issued and authenticated in accordance with the terms of the Indenture and the Securities are delivered in exchange for an equal principal amount of the Outstanding Securities in the circumstances contemplated by the Registration Statement, Prospectus and Letter of Transmittal, the Notes and the Guarantees will be legally valid and binding obligations of the Company and the Guarantors, respectively, enforceable against the Company and the Guarantors in accordance with their respective terms.
Our opinion is subject to: (i) the effect of bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and remedies of creditors; (ii) the effect of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing, and the discretion of the court before which a proceeding is brought; (iii) the invalidity under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy; and (iv) we express no opinion as to (a) any provision for liquidated damages, default interest, late charges, monetary penalties, make-whole premiums or other economic remedies to the extent such provisions are deemed to constitute a penalty, (b) consents to, or restrictions upon, governing law, jurisdiction, venue, arbitration, remedies or judicial relief, (c) advance waivers of claims, defenses, rights granted by law, or notice, opportunity for hearing, evidentiary requirements, statutes of limitation, trial by jury or at law, or other procedural rights; (d) any provision requiring the payment of attorneys’ fees, where such payment is contrary to law or public policy; (e) any provision permitting, upon acceleration of the Securities, collection of that portion of the stated principal amount thereof
Global Crossing Limited
June 29, 2010
Page 3
which might be determined to constitute unearned interest thereon; (f) any provision to the extent it requires that a claim with respect to the Notes (or a judgment in respect of such a claim) be converted into U.S. dollars at a rate of exchange at a particular date, to the extent applicable law otherwise provides; (g) provisions purporting to make a guarantor primarily liable rather than as a surety; (h) provisions purporting to waive modifications of any guaranteed obligation to the extent such modification constitutes a novation; (i) waivers of broadly or vaguely stated rights, (j) provisions for exclusivity, election or cumulation of rights or remedies, (k) provisions authorizing or validating conclusive or discretionary determinations, (l) grants of setoff rights, (m) proxies, powers and trusts; and (n) the severability, if invalid, of provisions to the foregoing effect.
We express no opinion with respect to the creation, validity, attachment, perfection or priority of any lien or security interest.
With your consent, we have assumed (a) that the Indenture and the Securities have been or will be duly authorized, executed and delivered by the parties thereto other than the Company and the Guarantors, (b) that the Indenture and the Securities constitute legally valid and binding obligations of the parties thereto other than the Company and the Guarantors, enforceable against each of them in accordance with their respective terms, and (c) that the status of the Indenture and the Securities as legally valid and binding obligations of the parties is not affected by any (i) breaches of, or defaults under, agreements or instruments, (ii) violations of statutes, rules, regulations or court or governmental orders, or (iii) failures to obtain required consents, approvals or authorizations from, or make required registrations, declarations or filings with, governmental authorities.
This letter is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this letter as an exhibit to the Registration Statement and to the reference to our firm contained in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
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| Very truly yours, |
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| /s/ Latham & Watkins LLP |
Attachments
Global Crossing Limited
June 29, 2010
Page 4
Schedule 1
Delaware Corporate Guarantors
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Guarantor | | Jurisdiction of Organization |
| Impsat Fiber Networks, Inc. | | Delaware, USA |
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| Global Crossing Americas Solutions, Inc. (f/k/a Impsat USA, Inc.) | | Delaware, USA |
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| Racal Telecommunications, Inc. | | Delaware, USA |
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| Global Crossing Development Co. | | Delaware, USA |
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| Global Crossing Employee Services Inc. | | Delaware, USA |
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| Global Crossing North American Holdings, Inc. | | Delaware, USA |
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| Global Crossing North American Networks, Inc. | | Delaware, USA |
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| ALC Communications Corporation | | Delaware, USA |
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| Budget Call Long Distance, Inc. | | Delaware, USA |
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| GT Landing II Corp. | | Delaware, USA |
Global Crossing Limited
June 29, 2010
Page 5
Schedule 2
Delaware LLC Guarantor
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Guarantor | | Jurisdiction of Organization |
| International Optical Network, L.L.C. | | Delaware, USA |
Global Crossing Limited
June 29, 2010
Page 6
Schedule 3
New York Guarantor
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Guarantor | | Jurisdiction of Organization |
| Global Crossing North America, Inc. | | New York, USA |
Global Crossing Limited
June 29, 2010
Page 7
Schedule 4
California Guarantor
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Guarantor | | Jurisdiction of Organization |
| Global Crossing Bandwidth, Inc. | | California, USA |
Global Crossing Limited
June 29, 2010
Page 8
Schedule 5
Other Guarantors
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Guarantor | | Jurisdiction of Organization |
| Global Crossing Australia Pty Limited | | Australia |
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| Global Crossing België bvba | | Belgium |
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| Global Crossing PEC Belgium bvba | | Belgium |
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| Global Crossing Holdings Limited | | Bermuda |
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| Atlantic Crossing Ltd. | | Bermuda |
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| Global Crossing Asia Holdings Ltd. | | Bermuda |
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| Global Crossing Australia Holdings Ltd. | | Bermuda |
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| Global Crossing Network Center Ltd. | | Bermuda |
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| Global Crossing International, Ltd. | | Bermuda |
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| Old GMS Holdings Ltd. | | Bermuda |
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| South American Crossing Holdings Ltd. | | Bermuda |
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| Global Crossing International Networks Ltd. | | Bermuda |
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| GC Crystal Holdings Ltd. | | Bermuda |
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| PAC Panama Ltd. | | Bermuda |
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| SAC Brasil Holding Ltda. | | Brazil |
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| SAC Brasil S.A. | | Brazil |
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| Impsat Participações e Comercial Ltda. | | Brazil |
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| Global Crossing Comunicações do Brasil Ltda. | | Brazil |
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| Global Crossing Telecommunications–Canada, Ltd. | | Canada |
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| Ameritel Management, Inc. | | Canada |
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| Global Crossing Chile S.A. | | Chile |
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| Global Crossing Costa Rica, SRL | | Costa Rica |
Global Crossing Limited
June 29, 2010
Page 9
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Guarantor | | Jurisdiction of Organization |
| Global Crossing Cyprus Holdings Limited | | Cyprus |
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| Global Crossing PEC Danmark ApS | | Denmark |
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| Global Crossing Comunicaciones Ecuador S.A. | | Ecuador |
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| Fibernet Holdings Limited | | England & Wales, UK |
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| Global Crossing (Bidco) Limited | | England & Wales, UK |
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| Global Crossing Europe Limited | | England & Wales, UK |
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| Global Crossing Financial Markets Limited | | England & Wales, UK |
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| Pan American Crossing UK Ltd. | | England & Wales, UK |
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| GC Impsat Holdings I Plc | | England & Wales, UK |
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| GC Impsat Holdings II Limited | | England & Wales, UK |
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| GC Impsat Holdings III Limited | | England & Wales, UK |
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| GC Pan European Crossing UK Limited | | England & Wales, UK |
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| Fibernet GmbH | | Germany |
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| Global Crossing PEC Deutschland GmbH | | Germany |
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| Global Crossing Hong Kong Limited | | Hong Kong Special Administrative Region |
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| Global Crossing Ireland Limited | | Ireland |
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| Global Crossing Services Europe Limited | | Ireland |
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| Global Crossing Services Ireland Limited | | Ireland |
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| Global Crossing Japan KK | | Japan |
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| Global Crossing PEC Luxembourg I s.à.r.l. | | Luxembourg |
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| Global Crossing PEC Luxembourg II s.à.r.l. | | Luxembourg |
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| Global Crossing Servicios, S. de R.L. de C.V. | | Mexico |
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| Global Crossing Mexicana, S. de R.L. de C.V. | | Mexico |
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| Global Crossing Mexicana II, S. de R.L. de C.V. | | Mexico |
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| GC IMPSAT Holdings Nederland B.V. | | The Netherlands |
Global Crossing Limited
June 29, 2010
Page 10
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Guarantor | | Jurisdiction of Organization |
| Global Crossing PEC Holdings B.V. | | The Netherlands |
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| GC Pan European Crossing Networks B.V. | | The Netherlands |
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| Global Crossing PEC Nederland B.V. | | The Netherlands |
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| Global Crossing Nederland B.V. | | The Netherlands |
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| SAC Panama S.A. | | Panama |
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| Global Crossing Panama, Inc. | | Panama |
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| Telecom Infrastructure Hardware S.R.L. | | Peru |
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| Global Crossing Peru S.A. | | Peru |
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| Global Crossing Singapore Pte. Ltd. | | Singapore |
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| Global Crossing PEC España S.A. | | Spain |
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| Global Crossing Sverige AB | | Sweden |
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| Global Crossing PEC Switzerland AG | | Switzerland |
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| Global Crossing Local Services, Inc. | | USA – Michigan |
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| Global Crossing Telecommunications, Inc. | | USA – Michigan |
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| Global Crossing Telemanagement VA, LLC | | USA – Virginia |
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| Global Crossing Telemanagement, Inc. | | USA – Wisconsin |
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| G.C. St. Croix Company, Inc. | | U.S. Virgin Islands |
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| Global Crossing Venezuela S.A. | | Venezuela |
Global Crossing Limited
June 29, 2010
Page 11
Schedule 6
Laws of Other Jurisdictions & Local Counsel Opinions
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Jurisdiction(s) | | Law Firm | | Exhibit No. to
Registration Statement |
| Australia | | Freehills | | 5.8 |
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| Belgium | | Simmons & Simmons | | 5.25 |
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| Bermuda | | Appleby | | 5.2 |
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| Brazil | | TozziniFreire Advogados | | 5.11 |
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| Canada – Federal, Alberta, British Columbia, Ontario | | Blake Cassels & Graydon LLP | | 5.3 |
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| Chile | | Cariola, Diez, Perez-Cotapos & Cia. | | 5.12 |
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| Costa Rica | | Soley, Saborio & Asociados | | 5.17 |
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| Cyprus | | Michael & Liasides L.L.C. | | 5.26 |
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| Denmark | | Horten Law Firm | | 5.27 |
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| Ecuador | | Corral & Rosales | | 5.18 |
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| England & Wales, UK | | Latham & Watkins (London) LLP | | 5.5 |
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| Germany | | K&L Gates LLP | | 5.20 |
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| Hong Kong Special Administrative Region | | Wilkinson & Grist | | 5.4 |
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| Ireland | | A&L Goodbody Solicitors | | 5.21 |
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| Japan | | Nagashima Ohno & Tsunematsu | | 5.9 |
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| Luxembourg | | Bonn Schmitt Steichen | | 5.22 |
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| Mexico | | Alvarez, Santamarina y Acedo, S.C. | | 5.13 |
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| The Netherlands | | Houthoff Buruma | | 5.24 |
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| Panama | | Sucre Arias y Reyes | | 5.14 |
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| Peru | | Berninzon, Benavides, Vargas y Fernández, Abogados | | 5.15 |
Global Crossing Limited
June 29, 2010
Page 12
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Jurisdiction(s) | | Law Firm | | Exhibit No. to
Registration Statement |
| Singapore | | Rodyk & Davidson LLP | | 5.10 |
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| Spain | | Araoz Y Rueda Abogados, S.L.P. | | 5.23 |
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| Sweden | | Advokatfirma DLA Nordic KB | | 5.28 |
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| Switzerland | | VISCHER AG | | 5.29 |
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| USA – Michigan & Wisconsin | | Whyte Hirschboeck Dudek S.C. | | 5.6 |
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| USA – Virginia | | LeClairRyan, P.C. | | 5.7 |
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| U.S. Virgin Islands | | Moore, Dodson & Russell, P.C. | | 5.16 |
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| Venezuela | | D’Empaire Reyna Abogados | | 5.19 |
