Exhibit 5.2
[LETTERHEAD OF TITMUSS SAINER DECHERT APPEARS HERE]
Crown Cork & Seal Finance PLC,
Downsview Road,
Wantage,
Oxon OX12 4BP
9 December 1996
Dear Sirs,
Crown Cork & Seal Finance PLC-Debt Securities
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We have acted as English solicitors to Crown Cork & Seal Finance PLC, an
English public limited company ("Crown UK"), in connection with the registration
on Form S-3 filed on 26 November 1996 with the Securities and Exchange
Commission (the "Registration Statement"; terms defined in the Registration
Statement being used herein as therein defined) under the US Securities Act of
1933, as amended (the "Act"), relating to the proposed offering of up to US
$1,500,000,000 aggregate principal amount of debt securities of Crown UK, Crown
Cork & Seal Company, Inc. ("CCS") and Crown Cork & Seal Finance S.A.
("CCFS")(the "Debt Securities"), to be issued in accordance with the provisions
of an Indenture (the "Indenture") to be entered into between Crown UK, CCS and
CCFS and the Bank of New York as trustee, substantially in the form attached as
an exhibit to the Registration Statement.
This opinion is limited to English law as presently applied by the
English courts and is given on the basis that it will be governed by and
construed in accordance with English law. We have made no investigation of the
laws of any jurisdiction other than England and neither express nor imply any
opinion as to any other laws and in particular the laws of the State of New York
and the United States of America.
For the purposes of this opinion, we have examined the documents listed
in a schedule attached to this letter (the "Schedule") and we have assumed that
the Indenture will be executed in the form of the document we have examined. In
such examination, we have assumed the genuiness of all signatures, that the form
of the Debt Securities will conform to the form set forth in the Indenture, the
authenticity of all documents submitted to us as originals and the conformity
with the originals of all documents submitted to us as copies.
Subject as mentioned herein, we are of the opinion that:-
(a) Crown UK is a company duly incorporated and validly existing under the
laws of England; and
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(b) When (i) the Indenture has been duly executed by the parties thereto;
(ii) the terms of the Debt Securities and their issuance and sale have been
duly established in conformity with the Indenture so as not to violate any
applicable law of any jurisdiction other than England and Wales; and
(iii) the Debt Securities have been duly authorised by Crown UK and duly
issued in accordance with the Indenture and duly delivered to and paid for
by the purchasers thereof, the Debt Securities will, insofar as English law
is concerned, constitute valid and binding obligations of Crown UK, except
as enforceability thereof may be limited by bankruptcy, insolvency
(including, without limitation, all laws relating to fraudulent or
undervalued transfers), reorganization, moratorium or other similar laws
affecting enforcement of creditors' rights generally, and except as
enforcement thereof is subject to general principles of equity, principles
of English public policy and English rules relating to enforcement or
recognition of foreign judgements.
As regards the opinion expressed in sub-paragraph (a) above, we have relied
upon a search made today at the Companies Registry which revealed no order or
resolution for the winding-up, or order for the administration of Crown UK.
However, it should be noted that such a search is not capable of revealing
whether or not a petition for a winding-up order or for an administration order
has been presented in a County Court or District Registry or in the High Court
of Justice. Notice of a winding-up order or administration order made or a
resolution passed or a receiver or administrator appointed may not be filed at
the Companies Registry immediately.
In connection with the opinion expressed in sub-paragraph (b) above, we draw
your attention to the facts that (i) if an original action is brought in
England, predicated solely upon the United States Federal Securities laws,
English courts may not have the requisite jurisdiction to adjudicate such action
or grant the remedies sought; and (ii) the Debt Securities may not constitute
valid and binding obligations of Crown UK to the extent that they are offered
for sale or sold to the public or any section of the public in the United
Kingdom.
This opinion is addressed to you on the understanding that it may not be
transmitted to any person for any purpose, or quoted or referred to in any
public document or filed with any government agency or other person, without our
prior written consent. 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
headings "The Subsidiary Issuers - Enforceability of Certain Civil Liabilities"
and "Legal Matters" in the Registration Statement. In giving such consent, we do
not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Act.
Yours faithfully,
Titmuss Sainer Dechert
SCHEDULE
1. Memorandum and Articles of Association of Crown Cork & Seal Finance PLC
("Crown UK").
2. A copy of the Minutes of a Meeting of the Directors of Crown UK held on 26
November 1996.
3. A copy of the certificate issued by the Registrar of Companies for England
and Wales and dated 26 November 1996 as to Crown UK's ability to commence
business and borrow.
4. A copy of the Registration Statement.
5. Draft form of Indenture dated 25 November 1996 filed as Exhibit 41 to the
Registration Statement.