Exhibit 5.2
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
212-373-3000
212-757-3990
November 14, 2019
Capri Holdings Limited
33 Kingsway
London, United Kingdom
WC2B 6UF
Ladies and Gentlemen:
We have acted as special counsel to Capri Holdings Limited, a British Virgin Islands company (the “Company”), in connection with the Registration Statement on FormS-8 (the “Registration Statement”) of the Company, filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Act”), and the rules and regulations thereunder (the “Rules”). You have asked us to furnish our opinion as to the legality of the securities being registered under the Registration Statement. The Registration Statement relates to the registration under the Act of up to $20,000,000 of deferred compensation obligations (the “Obligations”) of the Company issuable pursuant to the Capri Holdings Deferred Compensation Plan (the “Plan”). The Obligations are unsecured obligations of the Company to pay deferred compensation in the future in accordance with the terms of the Plan.
| Capri Holdings Limited | 2 |
In connection with the furnishing of this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents:
| 1. | the Registration Statement; and |
| 2. | the Plan. |
In addition, we have examined such other certificates, agreements and documents that we deemed relevant and necessary as a basis for the opinion expressed below. We have also relied upon the factual matters contained in the representations and warranties of the Company made in the documents reviewed by us and upon certificates of public officials and the officers of the Company.
In our examination of the documents referred to above, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the documents reviewed by us, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as certified, photostatic, reproduced or conformed copies of valid existing agreements or other documents, the authenticity of all such latter documents and that the statements regarding matters of fact in the certificates, records, agreements, instruments and documents that we have examined are accurate and complete.
| Capri Holdings Limited | 3 |
We have also assumed, without independent investigation, (i) that the Obligations will be issued as described in the Registration Statement, (ii) that the Company is validly existing and in good standing under the laws of its jurisdiction of organization, (iii) that the Company has all necessary power and authority to perform its obligations under the Plan and (iv) that the issuance of the Obligations and the performance of its obligations under the Plan has been duly authorized by all necessary action and do not violate the Company’s organizational documents or the laws of its jurisdiction of organization.
Based upon the above, and subject to the stated assumptions, exceptions and qualifications, we are of the opinion that, when issued in accordance with the Plan, the Obligations will constitute legal, valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except that the enforceability of the Obligations may be subject to bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and possible judicial action giving effect to governmental actions relating to persons or transactions or foreign laws affecting creditors’ rights and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
| Capri Holdings Limited | 4 |
The opinion expressed above is limited to the laws of the State of New York. Our opinion is rendered only with respect to the laws, and the rules, regulations and orders under those laws, that are currently in effect.
We hereby consent to use of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required by the Act or the Rules.
| Very truly yours, |
| /s/ Paul, Weiss, Rifkind, Wharton & Garrison LLP |
| PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP |
