EXHIBIT 5.2
March 2, 2001
ADVA International Inc.
6 Woodcross Drive
Columbus, SC 29212
Ladies and Gentlemen:
We are special counsel to Global Information Group U.S.A.,
Inc., a Delaware corporation (the "Company") in connection with the rendering of
an opinion pursuant to an Agreement of Stock Exchange, dated as June 19, 2000
(the Agreement"), among the Sellers, Buyer, the Company and Biotel (as defined
in the Agreement).
The opinions expressed below are furnished to you pursuant to
section 6.1.8 of the Agreement. Unless otherwise defined herein, terms defined
in the Agreement and used herein shall have the meanings given to them in the
Agreement.
In connection with this opinion, we have examined execution
copies of the Agreement and originals or copies, certified or otherwise
identified to our satisfaction, of such other documents, corporate records and
certificates of public officials and of corporate officers, and have made such
investigations of law, as we deemed appropriate for purposes of this opinion. In
stating our opinion, we have assumed the valid existence and good standing of
each party to the Agreement (other than the Company), the due authorization,
execution and delivery of the Agreement by each party thereto (other than the
Company), the power and authority, corporate and otherwise, of each party (other
than the Company) to enter into and perform its respective obligations under the
Agreement, the genuineness of all signatures and the authority of all persons
signing the Agreement on behalf of the parties thereto, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed or photostatic copies and
the authenticity of the originals of such copies. For purposes of this opinion,
we have assumed the correctness of, and relied as to matters of fact upon,
certain certificates of public officials, officers of the Company and of each of
the shareholders of the Company, including the Company Certificate attached
hereto as Exhibit A and the Shareholder's Certificates attached hereto as
Exhibit B.
Based upon and subject to the foregoing, we are of the opinion
that:
1. The Company has been duly incorporated and is a validly
existing corporation under the laws of the State of Delaware with an authorized
and issued share capital as represented in the Agreement.
2. All of the Outstanding Company Shares have been duly
authorized by appropriate corporate action of the Company as applicable, and are
validly issued and represent fully paid and nonassessable shares of the Company,
free of preemptive rights.
3. The Agreement and the transactions contemplated hereby have
been duly authorized by necessary corporate action of the Company.
4. Upon delivery of the certificates and duly executed stock
transfer forms representing the Outstanding Company Shares pursuant to the terms
of the Agreement, and assuming Buyer is acquiring the Outstanding Company Shares
in good faith without notice of any adverse claim, Buyer will acquire legal and
beneficial ownership of the Outstanding Company Shares free and clear of all
liens, pledges and encumbrances; and, upon the completion of the transactions
contemplated by the Agreement, Buyer shall be the owner of all of the
Outstanding Company Shares and, to the knowledge of counsel, there shall be no
outstanding options or warrants to purchase any shares of the Company nor any
outstanding securities of any nature convertible into such shares.
We are members of the Bar of the State of New York and we
express no opinion as to the laws of any jurisdiction other than the laws of the
State of New York and the General Corporation Law of the State of Delaware.
The opinions contained herein are being rendered to you in
connection with the Closing pursuant to the Agreement and the transactions
contemplated thereby and may not be relied upon by any other party or for any
other purpose. Our opinion is expressed as of the date hereof, and we do not
assume any obligation to update or supplement it to reflect any fact or
circumstance which may hereafter come to our attention or any change in law
which may hereafter occur.
Very truly yours,
MENAKER & HERRMANN LLP
SHAREHOLDER'S CERTIFICATE
The undersigned, as a shareholder in Global Information Group
U.S.A., Inc., a Delaware corporation (the "Company"), does hereby certify:
1. I am a party to the Agreement of Stock Exchange, dated as
of June 19, 2000 (the "Agreement"), between myself as a Seller, the other
Sellers, Buyer, the Company and Biotel (as defined in the Agreement). I make
this certificate with the intent that it shall be relied upon by Menaker &
Herrmann LLP as a basis for its opinion to be rendered pursuant to Section 6.1.8
of the Agreement.
2. I am the lawful owner of the Company shares in the amount
set forth behind my name in Exhibit A attached hereto (the "Shares").
3. The Shares are free and clear of all liens, pledges and
encumbrances.
4. The Shares are not subject to any agreement other than the
Agreement.
IN WITNESS WHEREOF, the undersigned has executed this
Certificate as of February__, 2001.
---------------------------
COMPANY CERTIFICATE
The undersigned, as the President of Global Information Group
U.S.A., Inc., a Delaware corporation (the "Company"), does hereby certify:
1. I am the President of the Company, which is a party to the
Agreement of Stock Exchange, dated as of June 19, 2000 (the "Agreement"),
between the Sellers, Buyer, the Company and Biotel (as defined in the
Agreement). I make this certificate with the intent that it shall be relied upon
by Menaker & Herrmann LLP as a basis for its opinion to be rendered pursuant to
Section 6.1.8 of the Agreement.
2. The shares in the Company which have been issued and are
outstanding are set forth in Exhibit A attached hereto (the "Outstanding Company
Shares").
3. All of the Outstanding Company Shares have been duly
authorized and validly issued, are fully paid, nonassessable and free of
preemptive rights, and are registered in the names of the Sellers (as defined in
the Agreement), free and clear of all liens, pledges and encumbrances.
4. There are no, and on the Closing Date (as defined in the
Agreement) there will be no, issued or outstanding subscriptions, options,
warrants, calls, commitments or agreements of any character calling for the
purchase or issuance of any shares of the Company Common Stock or any other
equity security of the Company or any securities representing the right to
purchase or otherwise receive any shares of Company Common Stock (including
securities or instruments convertible into or exchangeable for common shares).
5. The Shares are not subject to any agreement other than the
Agreement.
6. Attached hereto as Exhibit B are true, correct and complete
copies of the Certificate of Incorporation and the By-laws of the Corporation,
as in full force and effect as of the date hereof. No amendments have been made
to the Certificate of Incorporation and the By-laws since the date of
incorporation of the Company.
IN WITNESS WHEREOF, the undersigned has executed this
Certificate as of March 2, 2001.
/s/Anthony E. Mohr .
----------------------------
Anthony E. Mohr
President
EXHIBIT "A"
NUMBER OF
GLOBAL INFORMATION GLOBAL INFORMATION
GROUP U.S.A. INC. GROUP U.S.A. INC. SHARES
SHAREHOLDERS OWNED
- ---------------------------- ------------------------------
Anthony E. Mohr 337.83
Jolec Trading Limited 36.76
Hugo Heerema 55.03
FOG Investments, Ltd. 4.95
GorillaVentures N.V. 44.12
Linares Capital Limited 50.00
Heydael B.V. 100.00
Henri B. G. Sijthoff 45.00
Charles Langereis 45.00
Jouke V.J.P. Brada 10.00
Viewmont Holdings Limited 34.49
Moana Lake Finance Corp. 4.64
Sorensen's Securities Ltd. 32.53
Femia E. van Wulfften Palthe 11.00
Leonard van Hulst 7.34
Nicole E.A.M. Aarts 2.38
Fiona N. van Hulst 2.38
Hacken Investments Limited 73.36
Sybren I. Zeilstra 76.29
M. Lavino 76.29
Jan P.D. Geertman 47.63
Christopher Schuijt 28.61
Christiaan Ouwinga 28.61
J. Maijers 6.79
Ernst Verdonck 6.79
J. Leffelaar 1.43
R.A.M. Pruijm 0.72
Thames Asset Management Limited 19.07
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Total 1,189.04