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Exhibit 5.4
FMC Trust Finance Sarl Luxembourg III
7A, rue Robert Stumper
L-2557 Luxembourg
Fresenius Medical Care AG
Else-Kroner-Str. 1
D-61346 Bad Homburg v.d.H.
Luxembourg, August 1, 2001
BX/QU2/FS
Re.: Registration Statement on Form F-4
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form F-4
(the "Registration Statement") to be filed by Fresenius Medical Care AG, a
German stock corporation (the "Company"), FMC Trust Finance Sarl Luxembourg III,
a Luxembourg private limited company (the "Note Issuer"), Fresenius Medical Care
Capital Trust IV, a Delaware statutory business trust ("Trust IV"), Fresenius
Medical Care Capital Trust V, a Delaware statutory business trust ("Trust V")
and the other Note Guarantors (as defined below) relating to the issue and
exchange of:
1. $225,000,000 aggregate principal amount of the Note Issuer's US Dollar
denominated 7 7/8% Senior Subordinated Notes due 2011 (the "USD Notes") to
be issued by the Note Issuer to Trust IV in exchange for a like amount of
"Old USD Notes" pursuant to the "Exchange Offer" (as such terms are
defined in the Registration Statement) and guaranteed by the Note
Guarantors;
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2. E300,000,000 aggregate principal amount of the Note Issuer's Euro
denominated 7 3/8% Senior Subordinated Notes due 2011 (the "Euro Notes")
to be issued by the Note Issuer to Trust V in exchange for a like amount
of "Old Euro Notes" (as defined in the Registration Statement) pursuant to
the Exchange Offer and guaranteed by the Note Guarantors;
and, collectively with the USD Notes, the "Senior Subordinated Notes";
3. Guarantees (individually, a "Note Guarantee" and, collectively, the
"Note Guarantees") of the Senior Subordinated Notes by the Company,
Fresenius Medical Care Deutschland GmbH, a German company ("D-GmbH") and
Fresenius Medical Care Holdings, Inc., a New York corporation ("FMCH")
(individually, a "Note Guarantor" and, collectively, the "Note
Guarantors");
4. $ 225,000,000 aggregate liquidation amount of US Dollar denominated 7
7/8% Trust Preferred Securities (the "USD Trust Preferred Securities") to
be issued by Trust IV in exchange for a like amount of "Old USD Trust
Preferred Securities" (as defined in the Registration Statement) pursuant
to the Exchange Offer and guaranteed by the Company;
5. E 300,000,000 aggregate liquidation amount of Euro denominated 7 3/8%
Trust Preferred Securities (the "Euro Trust Preferred Securities"), to be
issued by Trust V in exchange for a like amount of "Old Euro Trust
Preferred Securities" (as defined in the Registration Statement) pursuant
to the Exchange Offer and guaranteed by the Company;
and, collectively with the USD Preferred Securities, the "Trust Preferred
Securities"; and
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6. The Trust guarantees (the "Trust Guarantees ") of the Trust Preferred
Securities.
The Senior Subordinated Notes, the Trust Preferred Securities, the Note
Guarantees and the Trust Guarantees are hereinafter referred to
collectively as the "Registered Securities".
We have examined such certificates, documents and records on the date
hereof and have made such examination of the law, as we have deemed
necessary to enable us to render the opinion expressed below, especially
(i) the Indenture dated as of June 6, 2001 among the Company, the Note
Issuer, the Note Guarantors and State Street Bank and Trust Company, as
Trustee, under which the USD Notes and the Note Guarantees of the USD
Notes will be issued, and (ii) the Indenture dated as of June 15, 2001
among the Company, the Note Issuer, the Note Guarantors and State Street
Bank and Trust Company, as Trustee, under which the Euro Notes and the
Note Guarantees of the Euro Notes will be issued. We have knowledge of the
proceedings taken and proposed to be taken by the Note Issuer in
connection with the authorization, registration, issuance and exchange of
the Senior Subordinated Notes to Trust IV and V.
The opinion expressed below is limited to the laws of the Grand Duchy of
Luxembourg currently in effect. We have made no investigation of the laws
of any jurisdiction outside Luxembourg as a basis for this opinion and do
not express or imply any opinion with respect to the matters governed by
or to be determined on the basis of any such laws outside Luxembourg. We
do not issue an opinion on tax matters. The undersigned is admitted to the
District Court of Luxembourg.
In our examination of the above documents, we have made the following
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assumptions:
i) The originals submitted to us are genuine.
ii) The copies submitted to us conform to the originals.
iii) Any and all authorizations and consents of any public authority of
any state or country, which may be required with respect to the
Registration Statement, have been or will be obtained.
iv) Any and all registration, notarisation and other formality required
in any country have been complied with.
v) The Senior Subordinated Notes will be acquired by Trust IV and Trust
V in exchange for the Old USD Notes and Old Euro Notes, as
applicable.
Based on the foregoing, it is our opinion that, subject to said
proceedings being duly taken and completed by the Note Issuer as now
contemplated by us as their special Luxembourg counsel prior to issuance
of the Registered Securities, upon the issuance and sale of the Registered
Securities in the Exchange Offer in the manner referred to in the
Registration Statement:
(1) The USD Notes will be duly authorized and validly issued by the Note
Issuer.
(2) The Euro Notes will be duly authorized and validly issued by the Note
Issuer.
The law covered by this opinion is limited to the present law of the Grand
Duchy of Luxembourg. We express no opinion as to the laws of any other
jurisdiction.
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We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to our firm under the caption "Validity of
Securities" in the Prospectus forming a part thereof.
The enforceability of the Note Issuer's obligations included in the Trust
indentures set forth here above is subject to all applicable bankruptcy,
insolvency or similar laws.
Any liability arising out of or in connection with this Legal Opinion
shall be limited to and under no condition exceed an amount of 100,000,000
Luxembourg Francs.
Very truly yours
/s/ Albert WILDGEN