MELLO JONES & MARTIN
Barristers and Attorneys
30 July 2004
Frontline Ltd
Par-la-Ville Place
14 Par-la-Ville Road
Hamilton HM 08
Bermuda
Dear Sirs:
Re: Form F-3 Registration Statement
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1. Subject of Opinion
We have acted as legal counsel in Bermuda as to matters of Bermuda law to
Frontline Ltd., a company organized under the laws of Islands of Bermuda
(the "Company"), and in such capacity we have assisted in the preparation
and filing with the Securities and Exchange Commission under the Securities
Act of 1933, as amended the (the "Securities Act"), of a Registration
Statement on Form F-3 (such registration statement and any additional
registration statement filed is referred to as the "Registration
Statement") in relation to the shelf registration of senior debt securities
and subordinated debt securities (collectively referred to as the "Debt
Securities") which may be issued pursuant to separate indentures, as
amended and supplemented from time to time, between the Company and the
trustee named in the applicable indenture (the "Indenture"), shares of
preferred stock of the Company (the "Preferred Shares") and shares of
common stock of the Company, par value $2.50 per share the ("Ordinary
Shares") together to be offered from time to time by the Company up to an
aggregate amount of US$500,000,000.
The Debt Securities, Preferred Shares and Ordinary Shares are hereinafter
referred to as the "Securities".
2. Documents Examined
2.1 For the purposes of this opinion we have examined and relied upon:
2.2 a copy of the Registration Statement;
2.3 a copy of the prospectus contained in the Registration Statement (the
"Prospectus");
a copy of the following documents for the Company, as certified by the
Secretary thereof on the 16th day of July, 2004 (the "Constitutional
Documents"):
(a) Certificate of Incorporation;
(b) Certificate of Change of Name;
(c) Memorandum of Association; and
(d) Bye-laws
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MELLO JONES & MARTIN
Barristers and Attorneys
2.4 a Certificate of Compliance issued by the Bermuda Registrar of Companies
dated July 15th, 2004;
2.5 a certificate dated 16th July, 2004 of the Secretary of the Company
attaching a copy of certain minutes of a meeting of the Board of Directors
of the Company on 12th June, 2001 relating to the Registration (the
"Resolutions");
2.6 such other documents as we have deemed necessary in order to render this
opinion (the documents referred to in Sections 2.1 through 2.7 hereinafter
referred to as the "Documents").
3. Searches
We have also relied upon our searches of the documents of public record
relating to the Company maintained by the Registrar of Companies and on our
search of the Cause Book maintained by the Registrar of the Supreme Court
of Bermuda made on July 8th, 2004 ("the Searches").
4. Opinion Limited to Bermuda Law
We have made no investigation of the laws of any jurisdiction other than
Bermuda and this opinion is given only with respect to Bermuda law as
applied by the Courts of Bermuda as at the date hereof. This opinion is
limited to the matters stated herein and no opinion is to be implied or may
be inferred beyond the matters expressly stated herein.
5. Assumptions In giving this opinion, we have assumed: -
5.1 the authenticity, accuracy and completeness of all Documents (including,
without limitation, public records) submitted to us as originals and the
conformity to authentic original Documents of all Documents submitted to us
as certified, conformed, notarised or photo static copies;
5.2 the genuineness of all signatures on the Documents;
5.3 the authority, capacity and power of each of the persons signing the
Documents (other than the Company);
5.4 that any factual statements made in any of the Documents are true, accurate
and complete;
5.5 that the Indenture will constitute the legal, valid and binding obligations
of each of the parties thereto, other than the Company, under the laws of
its jurisdiction of incorporation or its jurisdiction of formation;
5.6 that the Indenture will be validly authorised by each of the parties, and
will be validly executed and delivered by each of the parties thereto and
the performance thereof is within the capacity and powers of each such
party thereto (other than the Company), and that each such party to which
the Company will deliver the Indenture will accept delivery of such
Indenture;
MELLO JONES & MARTIN
Barristers and Attorneys
5.7 that the Indenture will effect, and will constitute legal, valid and
binding obligations of each of the parities thereto, enforceable in
accordance with their terms, under the laws of the jurisdiction by which it
is expressed to be governed;
5.8 that the Indenture will be in the proper legal form to be admissible in
evidence and enforced in the courts of the applicable jurisdiction and in
accordance with the laws of the applicable jurisdiction; and
5.9 that there are no provisions of the laws or regulations of any jurisdiction
other than Bermuda which would be contravened by the execution or delivery
of the Indenture or which would have any implication in relation to the
opinions expressed herein and that, in so far as any obligation under, or
action to be taken under, the Indenture and the Bye-laws of the Company it
will be required to be performed or taken in any jurisdiction outside
Bermuda, the performance of such obligation or the taking of such action
will constitute a valid and binding obligation of each of the parties
thereto under the laws of that jurisdiction and will not be illegal by
virtue of the laws of that jurisdiction;
5.10 that the Company will enter into its obligations under the Indenture in
good faith for the purpose of carrying on its business and that, at the
time it does so, there will be reasonable grounds for believing that the
transactions contemplated by the Indenture will benefit the Company;
5.11 that the creation of any Preferred Shares or Ordinary Shares will be
undertaken in accordance with the Constitutional Documents of the Company
and in accordance with Bermuda law;
5.12 that the Resolutions are in full force and effect and have not been
rescinded either in whole or in part, and accurately record the resolutions
passed by the Board of Directors of the Company at meetings which were duly
convened and at which duly constituted quorum was present and voting
throughout and accurately record the resolutions adopted by the Directors
of the Company;
5.13 that the approval of the issue of any Debt Securities, Preferred Shares,
Common Shares, will be made at a duly convened and quorate meeting of the
Board of Directors of the company and, if required, at a duly convened and
quorate meeting of the shareholders of the Company in a manner complying
with the terms of the Resolutions and the Constitutional Documents.
5.14 that when the Board of Directors of the company authorises the issue of any
Common Shares and any Preferred Shares, the issue price will not be less
than the par values thereof and the Company will have sufficient authorised
capital to effect the issue.
5.15 that the records which were the subject of the Searches were complete and
accurate at the time of such search and disclosed all information which is
material for the purposes of this opinion and such information has not
since the date of the Searches been materially altered;
5.16 The Registration Statement, when filed with the Securities and Exchange
Commission, will not differ in any material way from the draft of the
Registration Statement which we have examined for the purposes of this
opinion.
MELLO JONES & MARTIN
Barristers and Attorneys
6. 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:
6.1 Any Common Shares and any Preferred Shares issued in accordance with the
terms set forth in the Prospectus provided that such issue is undertaken
subject to and in accordance with the Constitutional Documents of the
Company and in accordance with Bermuda law, will be duly authorised,
validly issued, fully paid and non-assessable shares of the Company.
6.2 The Debt Securities, when issued in accordance with the terms of the
Indenture, duly executed by the Company, and issued in accordance with the
terms set forth in the Prospectus, will constitute the legal and binding
obligations of the Company under the laws of Bermuda.
6.3 The statements in the Prospectus under the captions "Description of Debt
Securities", "Description of Preferred Shares," "Description of Ordinary
Shares" and Enforcement of Liabilities Civil Liabilities," insofar as they
purport to describe the provisions of the laws of Bermuda referred to
therein, are accurate and correct in all material aspects.
7. Reservations
We have the following reservations:
7.1 We express no opinion as to the availability of equitable remedies such as
specific performance or injunctive relief, or as to any matters which are
within the discretion of the courts of Bermuda in respect of any
obligations of the Company as set out in the Indenture, the Securities and
in the Bye-laws of the Company. Further, we express no opinion as to the
validity or binding effect of any waiver of or obligation to waive either
any provision of laws (whether substantive or procedural) or any right or
remedy;
7.2 Enforcement of the obligations of the Company under the Bye-laws of the
Company and under the Indenture may be limited or affected by applicable
laws from time to time in effect relating to bankruptcy, insolvency or
liquidation or any other laws or other legal procedures affecting generally
the enforcement of creditors' rights;
7.3 Enforcement of the obligations of the Company may be the subject of a
statutory limitation of the time within which such proceedings may be
brought;
7.4 Where an obligation is to be performed in jurisdiction other than Bermuda,
the courts of Bermuda may refuse to enforce it to the extent that such
performance would be illegal under the laws of, or contrary to public
policy of, such other jurisdiction;
7.5 We express no opinion as to the validity, binding effect or enforceability
of any provision incorporated into the Bye-laws of the Company or either of
the Indenture by reference to a law
MELLO JONES & MARTIN
Barristers and Attorneys
other than that of Bermuda, or as to the availability in Bermuda of
remedies which are available in other jurisdictions;
7.6 Where a person is vested with a discretion or may determine a matter in his
or its opinion, such discretion may have to be exercised reasonably or such
an opinion may have to be based on reasonable grounds;
7.7 We express no opinion as to the validity or binding effect of any provision
of the Indenture which provides for the severance of illegal, invalid or
unenforceable provisions;
7.8 A Bermuda court may refuse to give effect to any provisions of the
Indenture and the Bye-laws of the company in respect of costs of
unsuccessful litigation brought before the Bermuda court or where that
court has itself made an order for costs;
7.9 We express no opinion as to the validity or binding effect of any provision
in the Indenture or the Debt Securities for the payment of interest at a
higher rate on overdue amounts than on amounts which are current, or that
liquidated damages or a penalty are or may be payable. Such a provision may
not be enforceable if it could be established that the amount expressed as
being payable was in the nature of a penalty; that is to say a requirement
for a stipulated sum to be paid irrespective of, or necessarily greater
than, the low likely to be sustained or if it is expressed as a penalty. If
it cannot be demonstrated to the Bermuda court that the higher payment was
a reasonable pre-estimate of the loss suffered, the court will determine
and award what it considers to be reasonable damages. Section 9 Of The
Interest and Credit Charges (Regulations) Act 1975 provides that the
Bermuda courts have discretion as to the amount of interest, if any,
payable on the amount of a judgment after date of judgment. If the Court
does not exercise that discretion, then interest will accrue at the
statutory rate which is currently 7 % per annum.
7.10 Any reference in this opinion to Ordinary Shares and the Preference 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 the 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;
7.11 Searches of the Registrar of Companies at the office of the Registrar of
Companies and of the Supreme Court Cause Book at the Registry of the
Supreme Court are not conclusive and it should be noted that the Register
of Companies and the Supreme court Cause Book do not reveal:
(i) whether an application to the Supreme Court for a winding up petition
or for the appointment of a receiver or manager has been prepared but
not yet been presented or has been presented but does not appear in
the Cause Book at the date and time the Search is concluded;
MELLO JONES & MARTIN
Barristers and Attorneys
(ii) whether any arbitration or administrative proceedings are pending or
whether any proceedings are threatened, or whether any arbitrator has
been appointed;
(iii) details of matters which have been lodged for filing or registration
which as a matter of general practice of the Registrar of Companies
would have or should have been registered or to the extent that they
have been registered have not been disclosed or appear in the public
records at the date and time the search is concluded; (iv) whether a
receiver or manager has been appointed privately pursuant to the
provisions of a debenture or other security, unless notice of the fact
has been entered in the register of charges in accordance with the
provisions of the Companies Act 1981.
Furthermore, in the absence of a statutorily defined system for the
registration of charges created by companies incorporated outside
Bermuda ("overseas companies") over their assets located in Bermuda,
it is not possible to determine definitively from searches of the
register of charges maintained by the Registrar of Companies in
respect of such overseas companies what charges have been registered
over any of their assets located in Bermuda or whether any one charge
has priority over any other charge over such assets.
7.12 Where used herein, the expression "in good standing" means having paid all
fees and taxes required by the laws of Bermuda in order to maintain the
valid existence of the Company pursuant to such laws.
8. Disclosure
This opinion is addressed to you solely for your benefit and is neither to
be transmitted to any other person, nor relied upon by any other person or
for any other purposes nor quoted or referred to in any public document nor
filed with any governmental agency or person, without our prior written
consent, except as maybe required by laws or regulatory authority. This
opinion may be relied upon by Seward & Kissel LLP, United States Counsel to
the Company. Further, this opinion speaks as to its date and is strictly
limited to the maters stated herein.
We consent to the filing of this opinion as Exhibit 5.1 to the Registration
Statement and to the reference to our firm under the captions "Legal
Matters" and "Enforcement of Liabilities" in the prospectus which forms
part of the Registration Statement.
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
MELLO JONES & MARTIN
/s/ Mello Jones & Martin