EXHIBIT 5.1
W.S. WALKER & COMPANY
Attorneys-at-Law
CALEDONIAN HOUSE, P.O BOX 265
GEORGE TOWN, GRAND CAYMAN
CAYMAN ISLANDS
TEL: (345) 949-0100 FAX: (345) 949-7886
Internet: walker@candw.ky
Our Ref: MPL A181-09400
The Directors
Apex Silver Mines Limited
c/o Curacao Corporation Company N.V.
Kaya Flamboyan 9, P.O. Box 812
Willemstad, Curacao
Netherlands Antilles
14th November 1997
Dear Ladies and Gentlemen:
APEX SILVER MINES LIMITED
We have acted as counsel to Apex Silver Mines Limited (the "Company") in
connection with the Company's Registration Statement on Form S-1 (the
"Registration Statement") being filed with Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the contemplated registration by the Company of
10,350,000 ordinary shares, par value $0.01, (the "Securities") of the Company.
For the purposes of giving this opinion, we have examined the documents listed
in Schedule 1.
In giving this opinion we have relied upon the assumptions set out in Schedule
2 hereto, which we have not independently verified.
Capitalised terms used herein but not otherwise defined herein shall have the
meanings ascribed to such terms in the Registration Statement.
We are Attorneys-at-Law in the Cayman Islands and express no opinion as to any
laws other than the laws of the Cayman Islands in force and as interpreted at
the date hereof.
Based upon the foregoing examinations and assumptions and upon such searches as
we have conducted and having regard to legal considerations which we deem
relevant, we are of the opinion that under the laws of the Cayman Islands that:
1. the Company is duly incorporated, validly existing and in good standing
under the laws of the Cayman Islands.
2. The Securities have been duly and validly authorized and will be issued as
fully paid when an entry in respect of such Securities and the registered
owner thereof has been made in the register of members of the Company
confirming that they are fully paid.
3. The liability of a shareholder in respect of such Securities is limited to
the amount that the shareholder has agreed to pay for such Securities and
the Company cannot call for additional sums to be paid by the shareholders
in respect of such Shares.
This law firm is a partnership organized under the laws of the Cayman Islands.
Our opinion relates only to the laws of the Cayman Islands. We express no
opinion as to the law of any other jurisdiction.
This opinion is limited to the matters stated herein, and no opinion is implied
or may be inferred beyond the matters expressly stated. We assume herein no
obligation, and hereby disclaim any obligation, to make any inquiry after the
date hereof or to advise you of any future changes in the forgoing or of any
facts or circumstances that may hereafter come to our attention. Subject to the
forgoing sentence, this opinion letter is solely for your benefit and no other
persons shall be entitled to rely upon the opinions herein expressed.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement, to the reference to our name in the
Prospectus and to the reference to our firm under the caption "Legal Matters"
in the Registration Statement.
Yours faithfully,
W.S. WALKER & COMPANY
Schedule 1
List of Documents Examined
(1) the Memorandum and Articles of Association of the Company;
(2) Resolutions adopted by the Board of Directors of the Company dated [ ]
authorizing issue of the Securities ("the Resolutions").
(3) the draft Prospectus included in the draft Registration Statement on Form
S-1;
(4) such other documents as we have considered necessary for the purposes of
rendering this opinion.
Schedule 2
Assumptions
The opinions hereinbefore given are based upon the following assumptions
insofar as each such assumption may relate to the opinions given:
1. All original documents are authentic, that all signatures and seals are
genuine, that all documents purporting to be sealed have been so sealed
and that all copies conform to their originals.
2. The Minute Book of the Company examined by us at the Registered Office of
the Company on [ ]th November 1997 contain a complete record of the
business transacted by it.
3. The corporate records of the Company examined by us at the Registered
Office of the Company on [ ]th November 1997 constitute its complete
corporate records and that all matters required by law to be recorded
therein are so recorded.
4. The Resolutions were duly adopted in accordance with the Articles of
Association of the Company. We confirm that the examination made by us
for the purpose of giving this opinion give us no reason to suppose that
the Resolutions were not so adopted or that the Resolutions have been
modified or rescinded.
5. The issuance and delivery of the Securities will not violate any
applicable law or result in a violation of any provision of any instrument
or agreement binding upon the Company, or any restriction imposed by any
court or governmental body having jurisdiction over the Company.
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