Appleby Spurling & Kempe EXHIBIT 5.2
Barristers & Attorneys TO REGISTRATION STATEMENT
Cedar House, 41 Cedar Avenue, Hamilton HM 12, Bermuda Your Ref:
Mail: P.O. Box HM 1179, Hamilton HM EX, Bermuda
Telephone: 441 295 2244
Fax: 441 292 8666/441 295 5328 Our Ref: NJ/tls/126298.2
E-mail: askcorp@ask.bm Direct Telephone: 441 298 3558
Website: www.ask.bm Direct Fax: 441 298 3498
Direct E-mail: njackson@ask.bm
8 April 2002
Leucadia National Corporation
C/o Weil Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
USA
Dear Sirs
Leucadia National Corporation Limited (the "Company")
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Continuance from Arizona to Bermuda
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You have asked us to render this opinion in our capacity as your special Bermuda
counsel as to Bermuda law in connection with the proposed reorganisation of
Leucadia National Corporation and the Continuance of the Company in Bermuda as
more fully described in the Registration Statement (as defined below).
For the purposes of this opinion we have examined and relied upon a Registration
Statement on Form S-4 (the "Registration Statement") to be filed with the United
States Securities and Exchange Commission (the "SEC") pursuant to the Securities
Act of 1933, as amended, of the United States (the "Securities Act") relating to
the Company's common shares (the "Common Shares"), and certain other related
documents listed in the Schedule to this opinion.
The Registration Statement and the Schedule documents are hereinafter referred
to as the "Documents".
ASSUMPTIONS
In stating our opinion we have assumed:
(a) the authenticity, accuracy and completeness of all Documents submitted
to us as originals and the conformity to authentic original Documents
of all Documents submitted to us as certified, conformed, notarised,
faxed or photostatic copies;
(b) that each of the Documents which was received by electronic means is
complete, intact and in conformity with the transmission as sent;
(c) that any representation, warranty or statement of fact or law, other
than as to the laws of Bermuda, made in any of the Documents is true,
accurate and complete;
(d) that there are no provisions of the laws or regulations of any
jurisdiction other than Bermuda which would have any implication in
relation to the opinion expressed herein;
(e) that, immediately prior to the continuation of the Company into
Bermuda, the Common Shares of the Company will have been validly
issued, allotted and fully paid;
(f) that the merger of Leucadia National Corporation with Leucadia National
Corporation-Arizona, the subsistence of Leucadia National
Corporation-Arizona in Arizona and its subsequent continuance from
Arizona to Bermuda have been, or will be, at all times compliant with
the relevant laws of New York and Arizona and any applicable federal
laws, as the case may be and that all necessary governmental or other
approvals from federal or state regulators or other authorities in New
York and Arizona, as the case may be, which were or are required to be
obtained have been or will be obtained in connection with the
aforementioned merger and continuance and the other transactions
contemplated in the Registration Statement;
(g) that when executed and filed with the SEC the Registration Statement
will be in a form which does not differ in any material respect from
that which we have examined for the purposes of this opinion; and
(h) that Leucadia National Corporation when it executes and files the
Registration Statement will do so in good faith for the purpose of
carrying on its business and that, at the time it did so, there were
reasonable grounds for believing that the activities contemplated by
the Registration Statement would benefit Leucadia National Corporation.
OPINION
Based upon and subject to the foregoing and subject to the reservations set out
below and to any matters not disclosed to us, we are of the opinion that, upon
continuance of the Company to Bermuda:
1. When duly authorised, issued and fully paid for, the Common Shares will
be validly issued, fully paid, non-assessable shares of the Company.
2. The issue of the Common Shares will not violate, conflict with or
constitute a default under (i) any requirement of any law or any
regulation of Bermuda, or (ii) the Constitutional Documents as that
term is defined in the Schedule to this opinion.
3. There are no taxes, duties or other charges payable to or chargeable by
the Government of Bermuda, or any authority or agency thereof, in
respect of the issue of the Common Shares.
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4. The statements in the Proxy Statement/Prospectus included as part of
the Registration Statement under the heading "Bermuda Tax Consequences"
and "Comparison of Rights of Shareholders" as they purport to describe
matters of Bermuda law, are accurate and correct in all material
respects.
RESERVATIONS
We have the following reservations:
(a) We express no opinion as to any law other than Bermuda law and none of
the opinions expressed herein relates to compliance with or matters
governed by the laws of any jurisdiction except Bermuda. This opinion
is limited to Bermuda law as applied by the Courts of Bermuda at the
date hereof.
(b) Any reference in this opinion to shares being "non-assessable" shall
mean, in relation to fully-paid shares of the Company and subject to
any contrary provision in any agreement in writing between such Company
and the holder of shares, that no shareholder shall be obliged to
contribute further amounts to the capital of the Company, either in
order to complete payment for their shares, to satisfy claims of
creditors of the Company, or otherwise; and no shareholder shall be
bound by an alteration of the Memorandum of Association or Bye-Laws of
the Company after the date on which he became a shareholder, if and so
far as the alteration requires him to take, or subscribe for additional
shares, or in any way increases his liability to contribute to the
share capital of, or otherwise to pay money to, the Company.
DISCLOSURE
This opinion is addressed to you in connection with the filing by the Company of
the Registration Statement with the SEC. We consent to the inclusion of this
opinion as Exhibits 5.2 and 8.2 to the Registration Statement and to the
reference to our firm under the captions "Bermuda Tax Consequences" and "Legal
Matters" in the Proxy Statement/Prospectus included as part of the Registration
Statement. This opinion is not to be made available to, or relied upon, by any
other person or entity, or for any other purpose, without our prior written
consent, except that this opinion may be relied upon by Weil, Gotshal & Manges
LLP in rendering its opinion in connection with the filing by Leucadia National
Corporation of the Registration Statement with the SEC, as referred to herein.
In giving the foregoing consents, we do not thereby admit that we come within
the category of Persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the SEC promulgated thereunder.
Except as stated above, without our prior written consent, this opinion may not
be furnished or quoted to or relied upon by any Person for any purpose.
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Further, this opinion speaks as of its date and is strictly limited to the
matters stated herein and we assume no obligation to review or update this
opinion if applicable laws or the existing facts or circumstances should change.
This opinion is governed by and is to be construed in accordance with Bermuda
law. It is given on the basis that it will not give rise to any legal
proceedings with respect thereto in any jurisdiction other than Bermuda.
Yours faithfully,
/s/ Appleby Spurling & Kempe
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SCHEDULE
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1. Proxy Statement/Prospectus.
2. Company's Memorandum of Continuance in Bermuda.
3. Company's Bye-laws upon continuance in Bermuda.
(The latter two documents, together, the "Constitutional Documents")
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