Exhibit 5
June 26, 2003
Board of Directors
Hollinger Inc.
Ravelston Management Inc.
504468 N.B. Inc.
10 Toronto Street
Toronto, Ontario
Canada M5C 2B7
Re: Hollinger Inc., Ravelston Management Inc. and 504468 N.B. Inc.;
Registration Statement on Form F-4.
Dear Sirs:
We have acted as counsel to Hollinger Inc., an Ontario corporation
("Hollinger"), Ravelston Management Inc., an Ontario corporation ("RMI"), and a
wholly-owned subsidiary of Hollinger's controlling shareholder, The Ravelston
Corporation Limited, and 504468 N.B. Inc., an Ontario corporation, one of
Hollinger's indirect wholly-owned subsidiaries ("NBI" and together with
Hollinger and RMI, the "Obligors"), in connection with the public offering of
$120,000,000 aggregate principal amount of Hollinger's 11 7/8% Senior Notes due
2011 (the "Exchange Notes"). The Exchange Notes are to be (i) issued under the
Indenture, dated as of March 10, 2003 (the "Indenture"), by and among the
Obligors and Wachovia Trust Company, National Association, as trustee (the
"Trustee"), and (ii) fully and unconditionally guaranteed by RMI and NBI
pursuant to guarantees (the "Guarantees") included in the Indenture. The
Exchange Notes are to be issued pursuant to an exchange offer (the "Exchange
Offer") by Hollinger to the holders of its issued and outstanding 11 7/8% Senior
Notes due 2011 (the "Original Notes"), pursuant to which Exchange Offer,
Hollinger is offering to exchange the Exchange Notes for a like principal amount
of issued and outstanding Original Notes, all as contemplated by the
Registration Rights Agreement, dated as of March 5, 2003 (the "Registration
Rights Agreement"), by and among the Obligors and Wachovia Securities, Inc.
This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended
(the "Act").
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of:
(a) the registration statement on Form F-4, filed by the Obligors
with the Securities and Exchange Commission (the "SEC") on
June 26, 2003, the "Registration Statement");
(b) an executed copy of the Indenture;
(c) executed copies of the Registration Rights Agreement;
(d) the Form T-1 of the Trustee filed as an exhibit to the
Registration Statement; and
(e) the form of the Exchange Notes.
We have also examined originals or copies, certified or otherwise
identified to our satisfaction, of such records of the Obligors and such
agreements, certificates of public officials, certificates of officers or other
representatives of the Obligors and others, and such other documents,
certificates and records as we have deemed necessary or appropriate as a basis
for the opinion set forth herein.
In our examination, we have assumed, without independent
investigation, the legal capacity of all natural persons, the genuineness of all
signatures on all documents that we have examined, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed or photostatic copies and
the authenticity of the originals of such latter documents. In conducting our
examination of executed documents or documents to be executed, we have assumed,
without independent investigation, that all parties thereto, had or will have
the power, corporate or other, to enter into and perform all obligations
thereunder and have also assumed, without independent investigation, the due
authorization by all requisite action, corporate or other, and execution and
delivery by such parties of such documents and, except as set forth below with
respect to the Obligors, the validity and binding effect thereof on such
parties. As to any facts material to the opinion expressed herein which we have
not independently established or verified, we have relied upon oral or written
statements and representations of officers and other representatives of the
Obligors and others.
Our opinion set forth herein is limited to the federal laws of the
United States of America and laws of the State of New York that are normally
applicable to transactions of the type contemplated by the Exchange Offer and to
the extent that judicial or regulatory orders or decrees or consents, approvals,
licenses, authorizations, validations, filings, recordings or registrations with
governmental authorities are relevant, to those required under such laws (all of
the foregoing being referred to as "Opined-on-Law"). We do not express any
opinion with respect to the law of any jurisdiction other than Opined-on-Law or
as to the effect of any such other law on the opinion stated herein.
Based upon and subject to the foregoing, having due regard for such
legal considerations as we deem relevant, and subject to the limitations,
qualifications, exceptions and assumptions set forth herein, we are of the
opinion that when the Exchange Notes (in the form examined by us) have been duly
authorized and executed by Hollinger and authenticated by the Trustee, in
accordance with the terms of the Indenture, and delivered upon consummation of
the Exchange Offer against receipt of Original Notes surrendered in exchange
therefor in accordance with the terms of the Exchange
Offer, the Registration Rights Agreement and the Indenture, (1) the Exchange
Notes will constitute valid and binding obligations of Hollinger, enforceable
against Hollinger in accordance with their terms, and (2) each of the Guarantees
will constitute a valid and binding obligation of RMI and NBI, as applicable,
enforceable against each of them, as applicable, in accordance with its terms,
except, with respect to clauses (1) and (2) above, (a) to the extent that
enforcement thereof may be limited by (i) bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or other similar laws now or
hereafter in effect affecting creditors' rights generally and (ii) general
principles of equity (regardless of whether enforceability is considered in a
proceeding at law or in equity), and (b) we express no opinion regarding the
enforceability or effect of Section 6.07 (as such Section relates to
indemnification) of the Indenture.
In rendering the foregoing opinion, we have assumed that the execution
and delivery by Hollinger of the Indenture and the Exchange Notes, the execution
and delivery by RMI and NBI of the Indenture and the notations on the Exchange
Notes relating to the Guarantees, the performance by each of the Obligors of its
obligations under the Indenture and the Exchange Notes, do not and will not
violate, conflict with or constitute a default under any agreement or instrument
to which any Obligor or its properties is subject.
We hereby consent to the filing of this opinion with the SEC as an
exhibit to the Registration Statement. We also consent to the reference to our
firm under the caption "Legal Matters" in the Registration Statement. In giving
this consent, we do not thereby admit that we are included in the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the SEC. This opinion is expressed as of the date hereof, and we
disclaim any undertaking to advise you of any subsequent changes in the facts
stated or assumed herein or of any subsequent changes in applicable law.
Very truly yours,
/s/ Torys LLP