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Exhibit 5.1
[APPLEBY SPURLING & KEMPE LETTERHEAD]
June 20, 2001
Trenwick Group Ltd.
Continental Building
25 Church Street
Hamilton HM 12
Bermuda
Ladies and Gentlemen:
You have asked us to render this opinion in our capacity as your counsel as to
Bermuda law in connection with the registration under the Securities Act of
1933, as amended, of the United States of America (the "Securities Act"), of a
Registration Statement on Form S-3 and related documents (the "Registration
Statement") relating to the Company's common shares (the "Common Shares"),
preferred shares (the "Preferred Shares"), depositary shares (the "Depositary
Shares"), warrants to purchase Common Shares ("Common Share Warrants"), warrants
to purchase Preferred Shares ("Preferred Share Warrants"), share purchase
contracts ("Share Purchase Contracts") and share purchase units ("Share Purchase
Units"). The Common Shares, Preferred Shares, Depositary Shares, Common Share
Warrants, Preferred Share Warrants, Share Purchase Contracts and Share Purchase
Units, collectively, the "Securities".
For the purposes of this opinion we have examined and relied upon the
Registration Statement and the documents listed in the Schedule to this opinion.
The Registration Statement and the documents, collectively, the "Documents".
ASSUMPTIONS
In stating our opinion we have assumed:
(a) the authenticity, accuracy and completeness of all Documents submitted
to us as originals and the conformity to authentic original Documents of
all Documents submitted to us as certified, conformed, notarized, faxed
or photostatic copies;
(b) the genuineness of all signatures on the Documents;
(c) the authority, capacity and power of each of the persons signing the
Documents (other than the Company);
(d) that any representation, warranty or statement of fact or law, other
than as to the laws of Bermuda, made in any of the Documents is true,
accurate and complete;
(e) that there are no provisions of the laws or regulations of any
jurisdiction other than Bermuda which would have any implication in
relation to the opinion expressed herein;
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(f) that the records which were the subject of the Company Search were
complete and accurate at the time of such search and disclosed all
information which is material for the purposes of this opinion and such
information has not since the date of the Company Search been materially
altered;
(g) that when executed and delivered the Registration Statement will be in a
form which does not differ in any material respect from the draft which
we have examined for the purposes of this opinion; and
(h) that the Company has filed the Registration Statement in good faith for
the purpose of carrying on its business and that, at the time it did so,
there were reasonable grounds for believing that the activities
contemplated by the Registration Statement would benefit the Company.
OPINION
Based upon and subject to the foregoing and subject to the reservations set out
below and to any matters not disclosed to us, we are of the opinion that:
1. The Company is an exempted company incorporated with limited liability
and existing under the laws of Bermuda.
2. When duly authorised, issued, allotted and fully paid for, the Common
Shares (including any Common Shares issuable pursuant to any Common
Share Warrants, Share Purchase Contracts or Share Purchase Units) will
be validly issued, fully paid, non-assessable shares of the Company.
3. When duly authorised, issued, allotted and fully paid for, the Preferred
Shares (including any Preferred Shares issuable pursuant to any
Preferred Share Warrants, Share Purchase Contracts or Share Purchase
Units or represented by Depositary Shares) will be validly issued, fully
paid, non-assessable shares of the Company.
4. When duly authorised, executed, delivered and paid for, and assuming
compliance with and the validity of any governing contract, the
Depositary Shares, the Common Share Warrants, the Preferred Shares
Warrants, the Share Purchase Contracts and the Share Purchase Units will
be validly authorised, executed, delivered and fully paid securities of
the Company.
5. The issue of the Securities will not violate, conflict with or
constitute a default under (i) any requirement of any law or any
regulation of Bermuda, or (ii) the Constitutional Documents as that term
is defined in paragraph 3 of the Schedule to this opinion.
6. There are no taxes, duties or other charges payable to or chargeable by
the Government of Bermuda, or any authority or agency thereof, in
respect of the issue of the Securities.
RESERVATIONS
We have the following reservations:
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(a) We express no opinion as to any law other than Bermuda law and none of
the opinions expressed herein relates to compliance with or matters
governed by the laws of any jurisdiction except Bermuda. This opinion is
limited to Bermuda law as applied by the Courts of Bermuda at the date
hereof.
(b) Any provision in the Registration Statement that certain calculations or
certificates will be conclusive and binding will not be effective if
such calculations or certificates are fraudulent or erroneous on their
face and will not necessarily prevent juridical enquiries into the
merits of any claim by an aggrieved party.
(c) Any reference in this opinion to shares being "non-assessable" shall
mean, in relation to fully-paid shares of the Company and subject to any
contrary provision in any agreement in writing between such Company and
the holder of shares, that no shareholder shall be obliged to contribute
further amounts to the capital of the Company, either in order to
complete payment for their shares, to satisfy claims of creditors of the
Company, or otherwise; and no shareholder shall be bound by an
alteration of the Memorandum of Association or Bye-Laws of the Company
after the date on which he became a shareholder, if and so far as the
alteration requires him to take, or subscribe for additional shares, or
in any way increases his liability to contribute to the share capital
of, or otherwise to pay money to, the Company.
(d) Searches of the Register of Companies at the office of the Registrar of
Companies are not conclusive and it should be noted that the Register of
Companies does not reveal:
(i) details of matters which have been lodged for filing or
registration which as a matter of general practice of the
Registrar of Companies would have or should have been disclosed
on the public file but have not actually been registered or to
the extent that they have been registered have not been
disclosed or do not appear in the public records at the date and
time the search is concluded; or
(ii) details of matters which should have been lodged for
registration but have not been lodged for registration at the
date the search is concluded.
(e) In order to issue this opinion we have carried out the Company Search as
referred to in the Schedule to this opinion and have not enquired as to
whether there has been any change since the date of such search.
DISCLOSURE
This opinion is addressed to you in connection with the filing by the Company of
the Registration Statement with the United States Securities and Exchange
Commission. We consent to the inclusion of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to our firm under the caption
"Enforcement of Civil Liabilities Under United States Federal Securities Laws"
in the prospectus included as part of the Registration Statement. This opinion
is not to be made available to, or relied upon, by any other person or entity,
or for any other purpose, without our prior written consent, except that this
opinion may be relied upon by Messrs. Baker & McKenzie in rendering its opinion
in connection with the filing by the
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Company of the Registration Statement with the United States Securities and
Exchange Commission, as referred to herein. In giving the foregoing consents, we
do not thereby admit that we come within the category of Persons whose consent
is required under Section 7 of the Securities Act of 1933, as amended, of the
United States, or the rules and regulations of the Securities and Exchange
Commission promulgated thereunder. Except as stated above, without our prior
written consent, this opinion may not be furnished or quoted to or relied upon
by any Person for any purpose.
Further, this opinion speaks as of its date and is strictly limited to the
matters stated herein and we assume no obligation to review or update this
opinion if applicable laws or the existing facts or circumstances should change.
This opinion is governed by and is to be construed in accordance with Bermuda
law. It is given on the basis that it will not give rise to any legal
proceedings with respect thereto in any jurisdiction other than Bermuda.
Yours faithfully,
/s/ Appleby Spurling & Kempe
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Appleby Spurling & Kempe
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SCHEDULE
1. A copy of the Registration Statement.
2. The entries and filings shown in respect of the Company on the file of
the Company maintained in the Register of Companies at office of the
Registrar of Companies in Hamilton, Bermuda, as revealed by a search on
20 June 2001 (the "Company Search").
3. Originals of the Certificate of Incorporation, the Memorandum of
Association, the Certificate of Incorporation on Change of Name and the
revised Bye-laws (adopted 22 March 2000) for the Company (collectively,
"the Constitutional Documents").