Statia Terminals International N.V.
Tumbledown Dick Bay
St. Eustatius, Netherlands Antilles
The Subsidiary Guarantors (as defined below)
Tumbledown Dick Bay/Jeems No. 4
St. Eustatius, Netherlands Antilles
February 10, 1997
Re: Statia Terminals International N.V.
The Subsidiary Guarantors
Dear Sirs:
We have acted as special counsel on matters of Netherlands Antilles law to
Statia Terminals International N.V., a company organized and existing under the
laws of the Netherlands Antilles ("Statia") and the Subsidiary Guarantors, in
connection with, among other things, (i) that certain Registration Statement on
Form S-4 (the "Registration Statement"), to be filed with the Securities
Exchange Commission in connection with the registration under the United States
Securities Act of 1933, as amended, by Statia, among others, of an aggregate of
$135,000,000 principal amount of 11 3/4% Series B First Mortgage Notes due 2003
(the "New Notes"), and (ii) that certain Guaranty of the New Notes (the
"Guaranty," and together, the "Guarantees"), executed by the Subsidiary
Guarantors, and as attached to the Indenture, dated as of November 27, 1996
among Statia, Statia Terminals Canada, Incorporated (together, the "Issuers"),
the Subsidiary Guarantors (as defined in the Indenture) and Marine Midland Bank
(the "Indenture"), and (iii) that certain Registration Rights Agreement, dated
as of November 27, 1996 (the "Registration Rights Agreement"), among the
Issuers, the Subsidiary Guarantors and Dillon, Read & Co. Inc. The documents
referred to above under (i) through (iii) are collectively referred to as the
Documents.
In rendering this opinion, we have examined and relied upon the following
documents in photostatic form or otherwise:
-2-
(1) a copy of each of the Documents;
(2) a copy of the 11 3/4% Series A First Mortgage Notes due 2003 (the "Old
Notes", and together with the New Notes, the "Notes"), and a form of
the New Notes, as well as Specimen Certificates of those certain New
Notes upon the exchange, pursuant to and under the terms of the
Registration Rights Agreement (as defined below) of the Notes;
(3) a photostatic copy of (i) an excerpt dated November 27, 1996 of the
registration of Statia (the "Statia Excerpt"), and (ii) an excerpt of
each of Statia Terminals Corporation N.V., Statia Terminals N.V., Saba
Trustcompany N.V., Bicen Development Corporation N.V., Seven Seas
Steamship Company (Sint Eustatius) N.V., Statia Laboratory Services
N.V. and Statia Tugs N.V., each a Netherlands Antilles company and
affiliated with Statia, and together the "Subsidiary Guarantors," such
excerpts hereinafter referred to as the "Subsidiary Guarantors
Excerpts," and together with the Statia Excerpt, the "Excerpts," in the
Trade Register of the Chamber of Commerce of Curacao, and St. Maarten,
Netherlands Antilles, respectively (the "Trade Register");
(4) a certified copy of the Articles of Incorporation, as amended
(statuten), of Statia (the "Statia Articles of Incorporation"), and of
the Subsidiary Guarantors (the "Subsidiary Guarantors Articles of
Incorporation," and together, the "Articles of Incorporation");
(5) photostatic copies of the business license and foreign exchange license
in relation to Statia as well as copies of the relevant correspondence
with the Bank of the Netherlands Antilles (the "Central Bank"),
including that certain letter issued by the Central Bank on September
26, 1996, as well as that certain letter addressed to the Central Bank
on December 13, 1996, and those certain letters, dated December 23,
1996 and January 9, 1997 issued by the Central Bank, and photostatic
copies of the business licenses in relation to each of the Subsidiary
Guarantors and/or written confirmation, dated November 22, 1996 from
the Executive Council of the island territory of St. Eustatius that the
respective business licenses are in full force and effect (together,
the "Licenses");
(6) (a) a photostatic copy of the resolutions adopted by written consent
outside a meeting (the "Statia Resolutions") by the Statia Board of
Directors (the "Statia Board"), including certain powers of attorney
(collectively, the "Statia Powers of Attorney"), appointing David B.
Pittaway and Justin B. Wender, and each of them, as attorney-in-fact of
Statia (each, an "Attorney-in-Fact"), authorized to act on behalf of
Statia, and (b) photostatic copies of the resolutions adopted by
written consent outside a meeting (the "Subsidiary Guarantors
Resolutions") by the respective boards of directors of the Subsidiary
Guarantors (the "Subsidiary Guarantors Boards of Directors," and
together with the Statia Board, the "Board of Directors"), including
certain powers of attorney (collectively, the Board, the "Board of
Directors"), including certain powers of attorney (collectively, the
"Subsidiary Guarantors Powers of Attorney"), appointing Mr. James G.
Cameron and Justin B. Wender as attorney-in-fact of the respective
Subsidiary Guarantors (each, an
-3-
"Attorney-in-Fact"), authorized to act on behalf of the respective
Subsidiary Guarantors;
(7) a copy of the Registration Statement, dated December 20, 1996 as filed
by or on behalf of the Issuers with the Securities Exchange Commission;
(8) a copy of the Registration Rights Agreement, dated November 27, 1996,
among the Issuers and Dillon, Read & Co. (the "Registration
Rights Agreement"),
and such other documents and such treaties, laws, rules, regulations, and the
like, as we have deemed necessary as a basis for the opinion hereinafter
expressed.
The following opinion is limited in all respects to the laws of the Netherlands
Antilles as they stand at the present time and as they are interpreted
under presently published case law of the Netherlands Antilles courts,
including the Supreme Court of the Netherlands.
We have not investigated the laws of any jurisdiction other than the
Netherlands Antilles and we express no opinion as to any tax matters,
other than as stated herein.
In our examination of the documents referred to above and in rendering
this opinion, we have assumed, without independent investigation of any
kind:
(i) the genuineness of all signatures on the documents submitted
to or reviewed by us;
(ii) the authenticity of all agreements, certificates, instruments,
and other documents submitted to us as originals;
(iii) the conformity to the originals of all agreements,
certificates, instruments, and other documents submitted to us
as certified, photostatic copies or copies by facsimile;
(iv) that each Power of Attorney is in full force and effect and has
not been amended or revoked prior to or at the date hereof or
the date of execution of any documents hereunder;
(v) that (a) each party to the Documents, and the Notes, as the
case may be, other than Statia and the Subsidiary Guarantors,
respectively, has and will have all requisite power (corporate
and otherwise) to execute and deliver, and to perform its
obligations under the Documents, and the Notes, and that (b)
the Documents, and the Notes when executed, have been duly
authorized, executed, and delivered by or on behalf of the
parties thereto, other than Statia and the Subsidiary
Guarantors;
(vi) that each of the Documents and the Notes, constitutes or will
constitute the legal, valid, and binding obligations of the
parties thereto, and is or will be enforceable against those
parties in accordance with its respective terms, under the laws
of the State of New York, by which each of them, as the case
may be, is expressed to be governed and under the
-4-
laws of any other relevant jurisdiction (other than the laws of
the Netherlands Antilles);
(vii) that the New Notes will be issued, executed and delivered in
compliance with the Registration Statement and in the form, or
substantially the form as reviewed by us;
(viii) that the entering into the Documents by each of the Subsidiary
Guarantors is to its respective advantage and benefit, and is in
furtherance of its respective corporate purpose.
Based upon the foregoing and subject to any factual matters or documents
not disclosed to us in the course of our investigation, and subject to
the qualifications and limitations stated hereafter, we are at the date
hereof of the opinion that:
1. Each of Statia and the Subsidiary Guarantors is validly
existing as a "naamloze vennootschap" (a company with limited
liability) under the laws of the Netherlands Antilles, with
full corporate power and capacity to own, lease and operate its
respective properties and assets and to conduct its respective
business, all in accordance with its respective object clauses
as set forth in Article 2 of the Articles of Incorporation.
2. Each of Statia and the Subsidiary Guarantors has the requisite
corporate power and authority to enter into, execute and
deliver the Documents and New Notes, to which it is a party, as
the case may be, and to perform its respective obligations
thereunder.
3. Each of Statia and the Subsidiary Guarantors has taken all
necessary corporate action to authorize the entering into,
execution, delivery and performance of the Documents, to which
it is a party, including, but not limited to, the issuance and
delivery of the New Notes by Statia, and the consummation of the
transactions as described in the Documents.
4. When executed and delivered by and on behalf of each of Statia
and the Subsidiary Guarantors by one or more duly appointed
attorneys-in-fact, the Documents, to which it is a party, will
constitute the legal, valid and binding obligations of Statia
and the Subsidiary Guarantors, respectively, enforceable in
accordance with its respective terms.
5. When executed by and on behalf of Statia, by any two managing
directors acting jointly, or by one or more duly appointed
attorneys-in-fact, including the Statia Attorneys-in-Fact, and
issued in the manner as described in the Registration
Statement, the New Notes will constitute the legal, valid and
binding obligations of Statia, enforceable against Statia, in
accordance with their terms.
6. Except for the Licenses, no license, authorization, permission
or consent from or other action by, or filing with, any
governmental authority in or of the Netherlands Antilles, is
required in connection with (i) the entering into, execution
and delivery by each of Statia and the Subsidiary Guarantors of
the Documents, and the New Notes, to which it is a party, and
the performance by each of Statia and the Subsidiary Guarantors
of its
-5-
respective obligations thereunder including, but not limited
to, the issuance of the New Notes by Statia as contemplated
under the Registration Rights Agreement and the Indenture.
However, Statia is required to file for public inspection in
the Trade Register a certificate setting forth the particulars
of the New Notes from time to time (a failure to so file such
certificate would not affect the validity of the Documents or
the Notes and other than the filing of such certificate it is
not necessary to record or register the Documents or the New
Notes in any public office in the Netherlands Antilles.
7. The choice of New York law as the law governing the Documents,
and the New Notes, as the case may be, will be valid and
binding under the laws of the Netherlands Antilles and
accordingly enforceable against Statia and the Subsidiary
Guarantors, as the case may be, in accordance with its
respective terms, to the extent not in violation of public
policy of the Netherlands Antilles. The choice of forum of the
courts of the State of New York in respect of the Documents, to
which it is a party, will be valid and binding on Statia and
the Subsidiary Guarantors under the laws of the Netherlands
Antilles, insofar as such laws are applicable.
This opinion is subject to the following qualifications:
a. The opinions expressed herein may be affected or limited by (i)
the general defenses available to obligors under Netherlands
Antilles law in respect of the validity and enforceability of
agreements and (ii) the provisions of any applicable bankruptcy
(faillissement) insolvency, fraudulent conveyance (actio
Pauliana), reorganization, moratorium (surseance van betaling),
and other or similar laws of general application now or
hereafter in effect, relating to or affecting the enforcement or
protection of creditors' rights.
b. The rights and obligations of the parties to the Documents, and
the New Notes, as the ease may be, are, to the extent that the
laws of the Netherlands Antilles are applicable, subject to the
principle of good faith (goede trouw), which under Netherlands
Antilles law governs the relationship between the parties to a
contract and which, in certain circumstances, may limit or
preclude the reliance on, or enforcement of, contractual terms
and provisions.
c. When applying the law of any jurisdiction (including the
Netherlands Antilles), the courts in the Netherlands Antilles
may give effect to mandatory rules of the law of another
jurisdiction with which the situation has a close connection,
if and insofar as, under the law of the latter jurisdiction,
those rules must be applied, whatever the chosen law.
d. The enforcement in the Netherlands Antilles of the Documents
will be subject to the rules of civil procedure as applied by
the Netherlands Antilles courts. Specific performance may not
always be available under Netherlands Antilles law. Enforcement
in the Netherlands Antilles of a judgment expressed in a
currency other than Netherlands
-6-
Antilles guilders may give rise to complications and it is,
therefore, advisable to obtain a judgment expressed both in that
currency and the equivalent thereof in Netherlands Antilles
guilders.
e. Under the laws of the Netherlands Antilles, each power of
attorney (volmacht) or mandate (lastgeving), whether or not
irrevocable, granted by Statia in the Documents will terminate
by force of law, and without notice, upon insolvency or bankruptcy of
Statia or the Subsidiary Guarantors. The same can apply to the
appointment by Statia or the Subsidiary Guarantors of a
process agent pursuant to the Documents.
In this opinion some Netherlands Antilles legal concepts are expressed
in English terms and not in their original Dutch terms. The concepts
concerned may not be identical to the concepts described by the same
English term as they exist under the laws of other jurisdictions. This
opinion may, therefore, only be relied upon on the express condition
that any issues of interpretation or liability arising thereunder will
be governed by Netherlands Antilles law and be brought before a
Netherlands Antilles court.
Finally, we hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the references of our firm under
the heading "Enforceability of Certain Civil Liabilities", the heading
"Risk Factors-Enforceability of Certain Civil Liabilities", the heading
"Risk Factors-Relating to Bankruptcy, Insolvency or Restructuring
Proceedings", and the heading "Legal Matters" in the Prospectus which is
part of the Registration Statement.
This opinion is strictly limited to the matters stated herein and may
not be read as extending by implication to any matters not specifically
referred to. Nothing in this opinion should be taken as expressing an
opinion in respect of any representations or warranties, or other
information, contained in the Documents or any other document examined
in connection with this opinion except as expressly confirmed herein.
This opinion is addressed to you and your counsel and may only be relied
upon by you and your counsel in connection with the transactions to
which the Documents and the New Notes relate and may not be relied upon
by, or be transmitted to, or filed with any other person, firm, company,
or institution without our prior written consent.
SMEETS THESSELING VAN BOKHORST SPIGT