Exhibit 5.2
-----------
[Akin, Gump, Strauss, Hauer & Feld, L.L.P. Letterhead]
April 13, 1999
Apex Silver Mines Limited
Caledonian House
Jennett Street
George Town, Grand Cayman
Cayman Island, British West Indies
Ladies and Gentlemen:
We have acted as counsel to Apex Silver Mines Limited (the "Company"), a
Cayman Islands corporation, in connection with the filing of a registration
statement on Form S-3 (the "Registration Statement") with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended, for the
registration of the sale from time to time of up to $200,000,000 aggregate
amount of (i) senior debt securities and unsecured subordinated debt securities
of the Company (collectively, the "Debt Securities"), (ii) preference shares,
par value $0.01 per share, of the Company (the "Preference Shares"), (iii)
depositary shares representing a fraction of a share of a particular class or
series of Preference Shares (the "Depositary Shares"), (iv) ordinary shares, par
value $0.01 per share, of the Company (the "Ordinary Shares"), (v) warrants of
the Company to purchase Ordinary Shares and/or Preference Shares (the
"Warrants") and (vi) rights to purchase Ordinary Shares (the "Ordinary Share
Purchase Rights").
We have examined (i) the Registration Statement, (ii) the form of Senior
Indenture to be executed by the Company and Wilmington Trust Company, as trustee
(the "Senior Debt Indenture"), and (iii) the form of Subordinated Indenture to
be executed by the Company and Wilmington Trust FSB, as trustee (the
Subordinated Debt Indenture, and together with the Senior Debt Indenture, the
"Indentures").
As such counsel, we have examined and are familiar with originals or
copies, certified or otherwise identified to our satisfaction, of such corporate
documents of the Company, certificates of public officials and certificates of
directors of the Company and such other documents and agreements and records and
papers as we have deemed necessary or appropriate in order to render this
opinion.
In our examination, we have assumed the authenticity of all documents
submitted to us as originals, the signature of all parties to documents, the
legal right and power of all parties to enter
into and execute the documents to which they are a party and to consummate the
transactions contemplated therein, and the conformity to original documents of
all documents submitted to us as certified or photostatic copies.
Based upon such examination and representations of the Company and subject
to the qualifications contained herein, we advise you that, in our opinion:
1. Assuming that the Indentures, any Debt Securities and any supplemental
indentures to be entered into in connection with the issuance of such Debt
Securities have been duly authorized, when (i) the Indentures have been
qualified under the Trust Indenture Act of 1939, as amended, (ii) a supplemental
indenture in respect of the Debt Securities has been duly executed and
delivered, (iii) the terms of the Debt Securities have been duly established in
accordance with the applicable Indenture and the applicable supplemental
indenture relating to such Debt Securities so as not to violate any applicable
law or result in a default under or breach of any agreement or instrument
binding upon the Company and so as to comply with any requirement or restriction
imposed by any court or governmental or regulatory body having jurisdiction over
the Company, and (iv) the Debt Securities have been duly executed and
authenticated by the applicable trustee in accordance with the applicable
Indenture and the applicable supplemental indenture relating to such Debt
Securities and duly issued and delivered by the Company in the manner
contemplated by the Registration Statement and any prospectus supplement
relating thereto, the Debt Securities (including any Debt Securities duly issued
upon exchange or conversion of any shares of Preference Shares or Depositary
Shares that are exchangeable or convertible into Debt Securities) will
constitute valid and binding obligations of the Company, enforceable in
accordance with their terms, except as (a) the enforceability thereof may be
limited by bankruptcy, insolvency, reorganization, fraudulent transfer,
moratorium or other similar laws now or hereinafter in effect relating to or
affecting the enforcement of creditor's rights generally, (b) the availability
of equitable remedies may be limited by equitable principles of general
applicability (regardless of whether considered in a proceeding at law or in
equity) and (c) the waiver of usury, stay or extension laws contained in Section
6.15 of the Indentures may be deemed unenforceable, and except further as
enforcement thereof may be limited by (A) requirements that a claim with respect
to any Debt Securities denominated other than in U.S. dollars (or a foreign or
composite currency judgement in respect of such claim) be converted into U.S.
dollars at a rate of exchange prevailing on a date determined pursuant to
applicable law or (B) governmental authority to limit, delay or prohibit the
making of payments outside the United States.
2. Assuming that a Warrant Agreement relating to the Warrants (the
"Warrant Agreement") has been duly authorized, when (i) the Warrant Agreement
has been duly executed and delivered, (ii) the terms of the Warrants and of
their issuance and sale have been duly established in conformity with the
Warrant Agreement relating to such Warrants so as not to violate any applicable
law or result in a default under or breach of any agreement or instrument
binding upon the Company and so as to comply with any requirement or restriction
imposed by
2
any court or governmental or regulatory body having jurisdiction over the
Company, and (iii) the Warrants have been duly executed and countersigned in
accordance with the Warrant Agreement relating to such Warrants, and issued and
sold in the form and in the manner contemplated in the Registration Statement
and any prospectus supplement relating thereto, such Warrants will constitute
valid and binding obligations of the Company, enforceable in accordance with
their terms, except as (a) the enforceability thereof may be limited by
bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other
similar laws now or hereinafter in effect relating to or affecting creditors'
rights generally, and (b) the availability of equitable remedies may be limited
by equitable principles of general applicability (regardless of whether
considered in a proceeding at law or in equity).
3. Assuming that an Ordinary Share Purchase Rights Agreement relating to
the Ordinary Share Purchase Rights (the "Ordinary Share Purchase Rights
Agreement") and such Ordinary Share Purchase Rights have been duly authorized,
when (i) the Ordinary Share Purchase Rights Agreement has been duly executed and
delivered, (ii) the terms of the Ordinary Share Purchase Rights and of their
issuance and sale have been duly established in conformity with the Ordinary
Share Purchase Rights Agreement so as not to violate any applicable law or
result in a default under or breach of any agreement or instrument binding upon
the Company and so as to comply with any requirement or restriction imposed by
any court or governmental or regulatory body having jurisdiction over the
Company, and (iii) the Ordinary Share Purchase Rights have been duly executed
and issued in accordance with the Ordinary Share Purchase Rights Agreement
relating to such Ordinary Share Purchase Rights, and issued and sold in the form
and in the manner contemplated in the Registration Statement and any prospectus
supplement relating thereto, such Ordinary Share Purchase Rights will constitute
valid and binding obligations of the Company, enforceable in accordance with
their terms, except as (a) the enforceability thereof may be limited by
bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other
similar laws now or hereinafter in effect relating to or affecting creditors'
rights generally, and (b) the availability of equitable remedies may be limited
by equitable principles of general applicability (regardless of whether
considered in a proceeding at law or in equity).
In connection with the opinions expressed above, we have assumed that, at
or prior to the time of the delivery of any security, (i) the Company's board of
directors shall have duly established the terms of such security and duly
authorized the issuance and sale of such security and such authorization shall
not have been modified or rescinded, (ii) the Registration Statement shall have
been declared effective and such effectiveness shall not have been terminated or
rescinded and there shall not have been issued any stop order suspending the
effectiveness of the Registration Statement, and (iii) there shall not have
occurred any change in law affecting the validity or enforceability of such
security. We have also assumed that none of the terms of any security to be
established subsequent to the date hereof, nor the issuance and delivery of such
security, nor the compliance by the Company with the terms of such security will
violate any applicable law or will result in a violation of any provision of any
instrument or agreement then
3
binding upon the Company, or any restriction imposed by any court or
governmental body having jurisdiction over the Company.
This law firm is a registered limited liability partnership organized under
the laws of the State of Texas. Our opinion relates only to the laws of the
State of New York and the federal law of the United States of America. We
express no opinion of 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. This opinion may
not be relied upon by you for any other purpose or relied upon by or furnished
to any other person without our prior written consent. 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 foregoing or of any
facts or circumstances that may hereafter come to our attention.
We hereby consent to the filing of this opinion as Exhibit 5.2 to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the Prospectus forming a part of the Registration Statement.
In giving such consent, we do not hereby 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 Securities and Exchange Commission thereof.
Very truly yours,
/s/ Akin, Gump, Strauss, Hauer & Feld, L.L.P.
4