EXHIBIT 5.2
[Slaughter and May Letterhead]
CC992700121
Huntsman ICI Chemicals LLC AGB
500 Huntsman Way
Salt Lake City
Utah 84108
USA
Tioxide Group
Lincoln House
137-143 Hammersmith Road
London W14 0QL
23rd November, 1999
Dear Sirs,
Huntsman ICI Chemicals LLC, Huntsman ICI Financial LLC,
Tioxide Group and Tioxide Americas Inc.
Registration Statement on Form S-4 (File Nos. 333-85141,
333-85141-01 through 333-85141-03) "Registration Statement"
Introduction
1. We refer to the indenture (the "Indenture") dated 30th June, 1999 and made
between Huntsman ICI Chemicals LLC (the "Company"), Huntsman ICI Financial
LLC, Tioxide Americas, Inc., Bank One, N.A. and Tioxide Group (the
"Guarantor"). We refer to, in particular, the guarantee (the "Guarantee")
provided by the Guarantor, the terms of which are set out in Article 11 of
the Indendure and in the form of guarantee endorsed on the Notes as set out
in Exhibit E to the Indenture.
2. Terms and expressions defined in the Indenture have the same meanings when
used in this letter unless separately defined in this letter.
3. We have been instructed by our client, Huntsman Corporation ("Huntsman"),
and have been requested by Huntsman to write this letter. We have not been
involved in the preparation or negotiation of the Indenture or of the
Guarantee and our role has been limited to the writing of this letter. This
letter may be relied upon only by Huntsman and the Guarantor and may be
used only in connection with the Indenture. This opinion may, however, be
relied upon by
Huntsman ICI Chemicals LLC 2 23rd November, 1999
Skadden, Arps, Slate, Meagher & Flom LLP solely for the purpose of
rendering an opinion letter to the Company and the Guarantor in connection
with the issuance and delivery of the Exchange Notes.
4. This letter sets out our opinion on certain matters of English law as at
today's date. We have not made any investigation of, and do not express any
opinion on, any other law. This letter is to be construed in accordance
with English law.
5. For the purposes of this letter, we have examined:
(A) A copy of a signed copy of the Indenture and of the Guarantee (the
"Transaction Documents").
(B) A certificate of David Busby, Secretary of the Guarantor, dated 22nd
November, 1999 (the "Secretary's Certificate") to which are attached
copies of the following documents:
(i) the Memorandum and Articles of Association of the Guarantor in
force as at 29th June, 1999,
(ii) the minutes of a meeting of the Board of Directors of the
Guarantor held on 29th June, 1999,
(iii) the resolution of the members of the Guarantor dated 29th June,
1999, approving the giving of financial assistance by providing
the Guarantee,
(iv) the statutory declaration ("Statutory Declaration") in the form
prescribed by s.155(6)(a) of the Companies Act 1985 (as amended)
(the "Act") sworn by the directors of the Guarantor on 29th
June, 1999, and
(v) the report of the Guarantor's auditors pursuant to s.156(4) of
the Act dated 29th June, 1999.
(C) The entries shown on the microfiche obtained by us from Companies
House, London, on 22nd November, 1999 of the file of the Guarantor
maintained at Companies House (the "Microfiche").
Assumptions
6. For the purposes of this letter, we have assumed each of the following:
(A) The Indenture and each guarantee endorsed to a Note has been signed on
behalf of the Guarantor by Samuel D. Scruggs or J. Kimo Esplin.
(B) The Indenture and each guarantee endorsed to a Note has been
unconditionally delivered by the Guarantor.
Huntsman ICI Chemicals LLC 3 23rd November, 1999
(C) Signatures on all documents that we have examined are genuine.
(D) The statements contained in the Secretary's Certificate referred to in
paragraph 5(B) are true, complete and accurate as at today's date.
(E) (i) The information disclosed by the Microfiche, by our search on
22nd November, 1999 of the Companies House database (CH Direct)
and by our telephone search on 22nd November, 1999 at the Central
Registry of Winding-Up Petitions in relation to the Guarantor was
then accurate and has not since then been altered or added to.
(ii) The Microfiche and those searches did not fail to disclose any
information relevant for the purposes of this opinion.
(F) (i) The minutes referred to in sub-paragraph 5(B)(ii) truly record
the proceedings of a duly convened, constituted and conducted
meeting of the Board of Directors of the Guarantor.
(ii) The resolutions passed and authorisations given at that meeting
have not subsequently been amended, revoked or superseded.
(G) (i) The written resolution referred to in sub-paragraph 5(B)(iii) was
signed by a duly authorised representative of each member who
would have been entitled to vote upon it if it had been proposed
at a general meeting at which that member was present.
(ii) The resolution was not, between the date of its being passed and
the date of signature and delivery of the Indenture and of the
Guarantee, amended, revoked or superseded.
(H) (i) Each of the Guarantee and the Indenture is entered into by the
Guarantor in good faith and in furtherance of its objects under
its Memorandum of Association.
(ii) Each of the Guarantee and the Indenture is in the best interests
and to the advantage of the Guarantor.
(I) Each of the Indenture and the Guarantee has the same meaning and
effect as it would have if it were governed by English law.
(J) As at 29th June, 1999, the giving of the Guarantee did not cause the
Guarantor or its directors to be in default under article 16
(Borrowing Powers) of the Guarantor's Articles of Association.
(K) (i) The Guarantor has not made any proposal for a voluntary
arrangement under Part I of the Insolvency Act 1986 or passed any
voluntary winding-up resolution.
Huntsman ICI Chemicals LLC 4 23rd November, 1999
(ii) No petition has been presented or order made by a court for the
winding-up, dissolution or administration of the Guarantor.
(ii) No administrator, receiver, administrative receiver, trustee in
bankruptcy or similar officer has been appointed in relation to
the Guarantor or any of its assets or revenues.
(L) (i) The Statutory Declaration referred to in paragraph 5(C)(iv) was
duly executed and is in full force and effect as at today's date
and the statements contained in those documents were complete
and accurate as at 29th June, 1999.
(ii) The directors of the Guarantor had reasonable grounds for their
opinion as to its solvency for the purposes of the Statutory
Declaration. In forming that opinion they took into account the
relevant liabilities in accordance with section 156(3) of the
Act.
(iii) The Guarantor had, on 30th June, 1999 net assets (as defined by
section 154(2) of the Act) which were not reduced by the
financial assistance described in the Statutory Declaration.
(iv) The Statutory Declaration and the auditor's report which is
required to be annexed to it was delivered to the Registrar of
Companies, together with the written resolution referred to in
paragraph 5(C)(iii) within the time limit and otherwise in
accordance with section 156(5) of the Act.
(M) All copy or draft documents examined by us conform to the originals.
Opinion
7. We are of the opinion that:
(A) The Guarantor is an unlimited liability company which has been duly
incorporated and is validly existing.
(B) The Guarantor has the capacity and power to:
(i) execute and deliver the Transaction Documents; and
(ii) perform any obligations which it may have under the Transaction
Documents.
(C) The signature and delivery of the Transaction Documents by the
Guarantor and the performance of any obligations which it may have
under the Transaction Documents have been authorised by all necessary
corporate action on the part of the Guarantor.
Huntsman ICI Chemicals LLC 5 23rd November, 1999
(D) The signature and delivery of the Transaction Documents by the
Guarantor and the performance of any obligations which it may have
under the Transaction Documents are not prohibited by any law or
regulation applicable to English companies generally or by the
Memorandum and Articles of Association of the Guarantor.
(E) The choice of the laws of the State of New York ("New York law") as
the governing law of the Indenture and of the Guarantee is a valid
choice of law. English law will treat the validity and binding nature
of the obligations contained in the Indenture and in the Guarantee as
being governed by New York law.
Reservations
8. Our opinion is qualified by the following reservations and any matter of
fact not disclosed to us:
(A) Laws relating to liquidation or administration or other laws or
procedures affecting generally the enforcement of creditors' rights
may affect any obligations of the Guarantor under the Transaction
Documents and the remedies available.
(B) We have not reviewed, and we express no opinion on the impact on our
opinion of, the provisions of the Trust Indenture Act of 1939 of the
United States of America (15 U.S. Code SS77aaa-77bbbb) (as amended)
which are incorporated by reference into the Indenture or the
Guarantee.
(C) If an English court assumes jurisdiction:
(i) It will not apply New York law if:
(a) it is not pleaded and proved; or
(b) to do so would be contrary to English public policy of
mandatory rules of English law.
(ii) It might have to have regard to the law of the place of
performance of any obligation under the Indenture or under the
Guarantee which is to be performed outside England and Wales. It
may refer to that law in relation to the manner of performance
and the steps to be taken in the event of defective performance.
9. We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the prospectus included in the Registration Statement. In
giving this consent, we do not admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended or the rules and
Huntsman ICI Chemicals LLC 6 23rd November, 1999
regulations of the United States Securities and Exchange Commission thereunder.
Yours faithfully,
/s/ Slaughter and May