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EXHIBIT 5.2
November 5, 2001
Messer Griesheim Holding AG
Frankfurt Airport Center 1, C9
60547 Frankfurt am Main
Germany
RE: OFFER TO EXCHANGE UP TO E550,000,000 AGGREGATE PRINCIPAL
AMOUNT OF 10.375% SENIOR NOTES DUE 2011
Ladies and Gentlemen:
We are acting as your legal advisors with respect to certain aspects of
German law in connection with the filing by Messer Griesheim Holding AG (the
"COMPANY") of a registration statement on Form F-4 (the "REGISTRATION
STATEMENT") with the Securities and Exchange Commission (the "COMMISSION") for
the purpose of registering the issuance of up to E550,000,000 aggregate
principal amount of 10.375% Senior Notes due 2011 (the "EXCHANGE NOTES") under
the Securities Act of 1933, as amended.
The relevant Exchange Notes are to be issued in exchange for an equal
aggregate principal amount of the Company's outstanding 10.375% Senior Notes due
2011 (the "ORIGINAL NOTES") pursuant to a registration rights agreement among
the Company and Goldman Sachs International dated May 16, 2001 (the
"REGISTRATION RIGHTS AGREEMENT"). The Registration Rights Agreement is filed as
exhibit 4.3 to the Registration Statement.
The Exchange Notes are to be issued pursuant to the terms of an
indenture between the Company and The Bank of New York, as trustee, dated May
16, 2001 (the "INDENTURE"). The Indenture is filed as exhibit 4.1 to the
Registration Statement. Capitalized terms used herein and not otherwise defined
shall have the meanings set forth in the Indenture.
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In rendering the opinions expressed below, we have examined originals
or copies, certified or otherwise identified to our satisfaction, of:
(a) the Indenture;
(b) a certified excerpt from the commercial register of the
Local Court (AMTSGERICHT) of Frankfurt am Main in relation to the Company, dated
June [] 2001, showing a last entry on [] 2001;
(c) the resolutions of the supervisory board (AUFSICHTSRAT) of
the Company, dated May 10, 2001, and the management board (VORSTAND) of the
Company dated May 11, 2001, authorising, INTER ALIA, the filing with the U.S.
Securities and Exchange Commission a registration statement on Form F-4 together
with appropriate prospectuses;
(d) such other documents, declarations, certificates and other
papers as we have deemed necessary or appropriate.
This opinion is confined to and is given on the basis of the laws of
Germany as they exist at the date hereof. We have made no investigation of the
laws of any other jurisdiction as the basis for this opinion and do not express
or imply any opinion thereon. We have assumed that there is nothing in the laws
of any other jurisdiction which affects this opinion.
In giving this opinion, we have assumed the accuracy of all documents
and information furnished to us, the genuineness of all documents submitted to
us as originals and the conformity to originals of all documents submitted to us
as certified, conformed or photostatic copies thereof, as well as the
genuineness of all signatures on all such documents. We have further assumed
that documents submitted to us in draft form are identical to the executed and
delivered version of such documents. In giving this opinion we have assumed in
relation to all documents that (a) all such documents are within the capacity
and power of, and have been validly authorised, executed and delivered by, and
are binding on, the parties thereto other than the Company, and that there has
been no breach of any of the terms thereof, and (b) agreements governed by any
law other than German law, and the rights and obligations created thereby, are
legal, valid and binding in accordance with their respective terms under the
laws applicable to them, and that the choice of such laws to govern such
documents is recognised by such laws.
Based upon and subject to the foregoing and subject also to the
comments and qualifications set forth below, and having considered such
questions of law as we have deemed necessary as a basis for the opinions
expressed below, we are of the opinion that:
1. The Company has been duly incorporated and is validly existing
and has all requisite corporate power and authority to
execute, deliver and perform its obligations under the
Exchange Notes.
2. The Exchange Notes have been duly authorized ("GENEHMIGT") by
the Company in accordance with the laws of the Federal
Republic of Germany and, when executed
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by the Company and authenticated in accordance with the
provisions of the Indenture and issued and delivered against
exchange of the Original Notes in accordance with the terms
set forth in the prospectus included as part of the
Registration Statement, the Exchange Notes will be duly
executed and delivered by the Company in accordance with the
laws of the Federal Republic of Germany.
We hereby consent to the filing of this opinion as Exhibit 5.2 to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the prospectus that is included in the Registration Statement. This
opinion speaks as of its date and is addressed solely to you for your own
benefit; provided, however, that Milbank, Tweed, Hadley & McCloy LLP may rely on
this opinion with respect to matters governed by German law for the purposes of
its opinions to you of even date herewith.
Very truly yours,
/s/ HENGELER MUELLER
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