Exhibit 5.1
SHEARMAN & STERLING LLP
TELEPHONE: (416) 360-8484 COMMERCE COURT WEST ABU DHABI
FACSIMILE: (416) 360-2958 SUITE 4405, P.O. BOX 247 BEIJING
TORONTO, CANADA M5L 1E8 BRUSSELS
DUSSELDORF
FRANKFURT
HONG KONG
LONDON
MANNHEIM
MENLO PARK
MUNICH
NEW YORK
October 13, 2005 PARIS
ROME
SAN FRANCISCO
CHC Helicopter Corporation SAO PAULO
4740 Agar Drive SINGAPORE
Richmond, BC V7B 1A3 TOKYO
Canada TORONTO
WASHINGTON, D.C.
CHC Helicopter Corporation
Ladies and Gentlemen:
We have acted as counsel to CHC Helicopter Corporation, a corporation
organized under the federal laws of Canada (the "Company"), in connection with
the preparation and filing by the Company of a registration statement on Form
F-4 (the "Registration Statement") with the United States Securities and
Exchange Commission relating to the issuance of the Company's 7 3/8% Senior
Subordinated Notes due 2014 (the "Exchange Notes") and the unconditional
guarantees as to the payment of principal and interest on the Exchange Notes
(the "Exchange Note Guarantees") by the subsidiary guarantors listed on Schedule
I hereto (collectively, the "Guarantors"). Pursuant to the prospectus forming a
part of the Registration Statement (the "Prospectus"), the Company is offering
to exchange (the "Exchange Offer") up to $150,000,000 aggregate principal amount
of Exchange Notes for a like amount of its outstanding unregistered 7 3/8%
Senior Subordinated Notes due 2014 issued March 22, 2005 (the "Old Notes"), and
to exchange the Exchange Note Guarantees for the unconditional guarantees as to
the payment of principal and interest on the Old Notes (the "Old Note
Guarantees") by the Guarantors. The Exchange Notes and the Exchange Note
Guarantees will be registered under the Securities Act as set forth in the
Registration Statement and will be issued upon consummation of the Exchange
Offer. The Exchange Notes and the Exchange Note Guarantees are to be issued
under an Indenture, dated as of April 27, 2004 (the "Initial Indenture"), among
the Company, the subsidiary guarantors party thereto and the Bank of New York,
as trustee (the "Trustee"), as supplemented by the First Supplemental Indenture,
dated as of December 23, 2004 (the "Supplemental Indenture" and, together with
the Initial Indenture, the "Indenture"), among the Company, the subsidiary
guarantors party thereto and the Trustee.
In connection with the preparation and filing of the Registration
Statement, we have reviewed originals or copies of the following documents:
(a) The Indenture.
(b) A specimen of the Exchange Notes.
Shearman & Sterling LLP is a limited liability partnership organized in
the United States under the laws of the State of Delaware, which
laws limit the personal liability of partners.
COUNTRY OF PRIMARY QUALIFICATIONS: UNITED STATES OF AMERICA
NOT QUALIFIED TO PRACTISE ONTARIO LAW
The documents described in the foregoing clauses (a) and (b) are collectively
referred to as the "Opinion Documents".
We have also reviewed the following:
(a) The Registration Statement.
(b) The Prospectus.
(c) Originals or copies of such other corporate records of the
Company and the Guarantors, certificates of public officials and of
officers of the Company and the Guarantors and agreements and other
documents as we have deemed necessary as a basis for the opinions expressed
below.
In our review of the Opinion Documents and other documents, we have
assumed:
(a) The genuineness of all signatures.
(b) The authenticity of the originals of the documents submitted
to us.
(c) The conformity to authentic originals of any documents
submitted to us as copies.
(d) As to matters of fact, the truthfulness of the representations
made in the Opinion Documents and in certificates of public officials and
officers of the Company and the Guarantors.
(e) That each of the Opinion Documents is the legal, valid and
binding obligation of each party thereto, other than the Company and the
Guarantors, enforceable against each such party in accordance with its
terms.
We have not independently established the validity of the
foregoing assumptions.
"Generally Applicable Law" means the law of the State of New York
(including the rules or regulations promulgated thereunder or pursuant thereto)
that a New York lawyer exercising customary professional diligence would
reasonably be expected to recognize as being applicable to the Company, the
Guarantors, the Opinion Documents or the transactions governed by the Opinion
Documents. Without limiting the generality of the foregoing definition of
Generally Applicable Law, the term "Generally Applicable Law" does not include
any law, rule or regulation that is applicable to the Company, the Guarantors
and the Opinion Documents or such transactions governed by the Opinion Documents
solely because such law, rule or regulation is part of a regulatory regime
applicable to any party to the Opinion Documents or any of its affiliates due to
the specific assets or business of such party or such affiliate.
Based upon the foregoing and upon such other investigation as we
have deemed necessary and subject to the assumptions and qualifications set
forth herein, we are of the opinion that when the Exchange Notes have been duly
authorized, executed and delivered by the Company and authenticated by the
Trustee in accordance with the terms of the Indenture and if and when issued
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upon consummation of the Exchange Offer as set forth in the Registration
Statement, (i) the Exchange Notes will be the legal, valid and binding
obligations of the Company, enforceable against the Company in accordance with
their terms and entitled to the benefits of the Indenture and (ii) each Exchange
Note Guarantee will be the legal, valid and binding obligation of the Guarantor
which issued such Exchange Note Guarantee, enforceable against such Guarantor in
accordance with its terms and entitled to the benefits of the Indenture.
Our opinions expressed above are subject to the following
qualifications:
(a) Our opinions are subject to (i) the effect of any
applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors' rights generally (including
without limitation all laws relating to fraudulent transfers) and
(ii) possible judicial action giving effect to governmental
actions or foreign laws affecting creditors' rights.
(b) Our opinions are also subject to the effect of general
principles of equity, including without limitation concepts of
materiality, reasonableness, good faith and fair dealing
(regardless of whether considered in a proceeding in equity or at
law).
(c) Our opinions are limited to Generally Applicable Law and
we do not express any opinion herein concerning any other law.
(d) We express no opinion with respect to the enforceability
of any indemnity against any loss in converting into a specified
currency the proceeds or amount of a court judgment in another
currency.
This opinion letter is rendered to you in connection with the
Exchange Offer. This opinion letter may not be relied upon by you for any other
purpose without our prior written consent.
This opinion letter speaks only as of the date hereof. We
expressly disclaim any responsibility to advise you of any development or
circumstance of any kind, including any change of law or fact, that may occur
after the date of this opinion letter that might affect the opinions expressed
herein.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the use of our name under the heading
"Legal Matters" in the Prospectus. In giving such consent, we do not hereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Act and the rules and regulations promulgated thereunder.
Very truly yours,
/s/ Shearman & Sterling LLP
CJC/TGE/TBW
BTV
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SCHEDULE A
CHC Helicopter Holdings Limited
CHC Helicopters International Inc.
Viking Helicopters Limited
Canadian Helicopters (U.K.) Limited
CHC Scotia Limited
Brintel Holdings Limited
Brintel Helicopters Limited
Flight Handling Limited
Bond Helicopter Services Limited
North Denes Aerodrome Limited
Court Air (Proprietary) Ltd.
Court Helicopter Services (Proprietary) Ltd.
Court Flight Safety (Proprietary) Ltd.
CHC Helicopters (Africa) (Proprietary) Ltd.
Lloyd Helicopter Services Limited
Management Aviation Limited
Lloyd Helicopter Services Pty. Ltd.
Lloyd Offshore Helicopters Pty. Ltd.
Lloyd Bass Strait Helicopters Pty. Ltd.
Lloyd Helicopters International Pty. Ltd. (in its own capacity and as trustee
for The Australian Helicopters Trust)
Lloyd Helicopters Pty. Ltd.
CHC Helicopters (Barbados) Limited
CHC Capital (Barbados) Limited
CHC Leasing (Barbados) Limited
CHC Ireland Limited
CHC Sweden AB
CHC Netherlands BV
Schreiner Luchtvaart Groep BV
Capital Aviation Services BV
Heli-One (Netherlands) BV
CHC Airways BV
Schreiner Northsea Helicopters BV
Heli-One Components BV
Heli-One Survival Limited
Schreiner Onroerend Goed BV
Aviation Personnel Recruitment and Management (APRAM) Limited
Schreiner Tchad SA
4083423 Canada Inc.
Whirly Bird Services Limited
CHC Helicopters (Mauritius) Ltd.
Heliworld Leasing Ltd.