FREEHILL EXHIBIT 5.1
--------
HOLLINGDALE
-----------
4 June 1998 & PAGE
------
Our ref Rick Narev
Phone 02 9225 5604
File no 1811824
Doc no SYDCA/97276005.4
Barbeques Galore Limited
327 Chisholm Road
AUBURN NSW 2144
AUSTRALIA
Ladies and Gentlemen:
REGISTRATION STATEMENT ON FORM F-1
We have examined the Registration Statement on Form F-1 to be filed by you with
the Securities and Exchange Commission on the date hereof (the REGISTRATION
STATEMENT), in connection with the registration under the Securities Act of
1933, as amended (the ACT), of ADSs representing up to 1,044,845 Ordinary Shares
(the SHARES), of Barbeques Galore Limited, a corporation registered under the
national Corporations Law of Australia (the COMPANY).
We have examined a copy of the Memorandum and Articles of Association of the
Company, as amended to date, certified as true copies by the company secretary
of the Company and copies of resolutions adopted by the Board of Directors of
the Company certified as true copies by the company secretary of the Company.
We have also examined a certificate given by a director of the Company on or
about 4 June, 1998 (the CERTIFICATE). In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents presented to us
as copies of originals, the conformity to the originals of all documents
presented to us as copies, the authenticity of the originals of such latter
documents and that there have been no other actions of the Company, its
directors, shareholders or creditors or of any other person or body or
authority, governmental or non-governmental which alters, supersedes or
overrides the effect on their face of the Memorandum and Articles of Association
as of 4 June 1998 or of the resolutions or the matters set out in the
Certificate. In relation to the Shares other than Shares issued upon conversion
of the Convertible Notes (as defined in the Registration Statement), we have
relied solely upon the Certificate and the Memorandum and Articles of
Association.
Based solely upon the foregoing, we are of the opinion that, as a matter of
Australian law, when the Registration Statement becomes effective under the Act
and the Shares are sold by the Selling Shareholders (as defined in the
Registration Statement), the Shares will be validly issued and fully paid. This
opinion may be relied upon exclusively by you, and may not be relied upon by any
other person without our prior written consent.
This opinion is confined to matters of Australian law only. In particular, we
are not qualified to, nor do we express any opinion on the effectiveness of any
action under, nor as to any question of compliance with, any United States
Federal or state law or requirement of any regulatory body.
Notwithstanding the foregoing, we consent to the use of this opinion as an
exhibit to the Registration Statement and further consent to the use of our name
whenever appearing in the Registration Statement and any amendment thereto. In
giving this consent, we do not thereby admit that we are within the category of
persons whose consent is required by Section 6 of the Act or the rules and
regulations of the Securities and Exchange Commissioner thereunder.
Yours faithfully
FREEHILL HOLLINGDALE & PAGE
/s/ Rick Narev
RICK NAREV
Partner