We have reviewed each of the Articles of Incorporation, the Amended and Restated Bylaws of the Company, each as amended to date, the Registration Statement, the Prospectus, the Indenture (the “Base Indenture”) among SISA, the Company, as guarantor, and The Bank of New York Mellon, as trustee, registrar, paying agent and transfer agent (the “Trustee”), in the form of Exhibit 4.1 to the Registration Statement, the Second Supplemental Indenture (the “Second Supplemental Indenture”), among SISA, the Company, as guarantor, and The Bank of New York Mellon, as trustee, registrar, paying agent and transfer agent (the “Trustee”), in the form of Exhibit 4.2 to the Registration Statement (the “Second Supplemental Indenture” and, together with the Base Indenture the “Indenture”), the Third Supplemental Indenture among SISA, the Company and the Trustee, in the form of Exhibit 4.1 to the Current Report on Form 8-K, pursuant to which the Notes will be issued, and the Underwriting Agreement; have familiarized ourselves with the matters discussed in the Registration Statement and the Prospectus; and have examined all statutes and other records, instruments and corporate documents pertaining to the Company and the matters discussed in the Registration Statement and the Prospectus that we deem necessary to examine for the purpose of this opinion. We have assumed that all signatures on all documents examined by us are genuine, that all documents submitted to us as originals are accurate and complete, that all documents submitted to us as copies are true and correct copies of the originals thereof and that all information submitted to us was accurate and complete.
Based upon our examination as aforesaid, we are of the opinion that:
1. | The Company has been duly incorporated under the laws of the former Netherlands Antilles and is currently validly existing as a limited liability company (naamloze vennootschap) under the laws of Curaçao. |
2. | The Guarantee has been duly authorized and the Indenture has been duly authorized, executed and delivered by the Company. |
We hereby consent to the filing of this opinion as Exhibit 5 to the Current Report on Form 8-K. In giving this consent, we do not 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.
We understand that Gibson, Dunn & Crutcher LLP intends to rely upon this opinion for purposes of the opinion such firm expects to deliver in connection with the Notes and the Guarantee and we hereby consent to such reliance as though this opinion were addressed to such firm.
Sincerely yours,
/s/ STvB Advocaten (Europe) N.V.
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