Exhibit 5.1
MAPLES and CALDER
Cayman Europe Asia
ACE Limited
ACE Global Headquarters
17 Woodbourne Avenue
Hamilton HM 08
Bermuda
Effective Date:
4 March, 2003
Dear Sirs,
Re: ACE Limited (the "Company") - Form S-8 Registration Statement
We have been asked to render this opinion in our capacity as counsel as to
Cayman Islands law to the Company in connection with the registration
pursuant to a Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as Amended (the "Act") of
3,000,000 of the Company's authorised but unissued Ordinary Shares, par
value US$0.041666667 per share, to be issued pursuant to the 1995 Long-Term
Incentive Plan (the "Plan") approved by Resolutions of the Board on 28
July, 1995.
We have reviewed the Company's Memorandum and Articles of Association (as
amended). We have relied in giving this opinion on certifications from the
Company's Officers.
We assume that all subscription monies due in respect of shares issued by
the Company have been or will be duly received by the Company. We further
assume that all Ordinary Shares to be newly issued in accordance with the
Plan (the "Ordinary Shares") have been reserved for issuance and that there
are no intervening changes in the Plan, the Company's Memorandum and
Articles of Association, the laws of the Cayman Islands or any other
relevant matter.
On the basis of the foregoing, we would advise as follows:-
1. The Company's authorised capital includes 500,000,000 Ordinary
Shares of US$0.041666667 each and 20,000,000 "Other Shares"
of US$1.00 each.
2. The Company has sufficient authorised share capital to issue the
Ordinary Shares and the issue thereof is within the power of the
Company's Board of Directors. The Ordinary Shares to be issued in
accordance with the Plan have been duly authorised and when issued
and registered in the Company's Share Register in accordance with
the provisions of the Plan will be legally and validly issued.
PO Box 309GT, Ugland House, South Church Street,
George Town, Grand Cayman, Cayman Islands
Telephone: (345) 949 8066 Facsimile: (345) 949 8080
Email: info@maplesandcalder.com
www.maplesandcalder.com
3. On the basis that the contractual subscription price (being not
less than the par value) of the Ordinary Shares is fully paid in
cash or other consideration approved by the Board of Directors or
a duly established Committee thereof, such Ordinary Shares issued
or to be issued may properly be credited as fully paid under
Cayman Islands law.
4. Fully paid shares are not subject to further calls or assessments
by the Company.
5. The Company has been incorporated as an exempted company under the
Companies Law of the Cayman Islands and the liability of its
shareholders is limited to the amount, if any, unpaid on their
shares (see Clause 5 of the Memorandum of Association). On the
basis that all such shares are fully paid, there is no rule of
Cayman Islands law that would impose any further liability on
person holding shares in the Company, merely by reason of such
shareholding.
Except as specifically stated herein, we make no comment with regard to any
representations which may be made by the Company in any of the documents
referred to above or otherwise.
This opinion is addressed solely to you. It is not to be transmitted to
anyone else nor is it to be relied upon by anyone else or for any other
purpose or quoted or referred to in any public document without our express
consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Yours faithfully,
Maples and Calder
PO Box 309GT, Ugland House, South Church Street,
George Town, Grand Cayman, Cayman Islands
Telephone: (345) 949 8066 Facsimile: (345) 949 8080
Email: info@maplesandcalder.com
www.maplesandcalder.com