EXHIBIT 5.3
WALKERS
ATTORNEYS-AT-LAW
P.O. Box 265GT, Walker House,
Grand Cayman, Cayman Islands
Tel: (345) 949-0100 Fax: (345) 949-7886
Email: inffo@walkers.com.ky
March 19, 2002 Our Ref: JC/kb/C1568-35314
COMPANHIA VALE DO RIO DOCE
VALE OVERSEAS LIMITED
JPMORGAN CHASE BANK
Dear Sirs,
We have been asked to provide this legal opinion to you with regard to the laws
of the Cayman Islands in connection with the Registration Statement on Form F-4
(the "REGISTRATION STATEMENT") filed with the United States Securities and
Exchange Commission by Companhia Vale do Rio Doce ("CVRD") and Vale Overseas
Limited (the "COMPANY") for the purpose of registering under the United States
Securities Act of 1933 (the "ACT") the Company's Series B 8.625% Enhanced
Guaranteed Notes (the "NOTES"). The Notes are irrevocably and unconditionally
guaranteed by CVRD.
For the purposes of giving this opinion, we have examined the documents listed
in Schedule 1 hereto.
In giving this opinion we have relied upon the assumptions set out in Schedule 2
hereto, which we have not independently verified.
We are Attorneys-at-Law in the Cayman Islands and express no opinion as to any
laws other than the laws of the Cayman Islands in force and as interpreted at
the date hereof. Except as explicitly stated herein, we express no opinion in
relation to any representation or warranty contained in the Notes nor upon the
commercial terms of the transactions contemplated by the Notes.
Based upon the foregoing examinations and assumptions and upon such searches as
we have conducted and having regard to legal considerations which we deem
relevant, we are of the opinion that under the laws of the Cayman Islands:
1. The Notes have been duly authorised, executed and delivered by the
Company.
2. The statements contained in the Prospectus constituting part of the
Registration Statement under the caption "Enforcement of Civil
Liabilities Against Non-U.S. Persons - Vale Overseas" insofar as such
statements constitute summaries of the legal matters,
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documents and procedures under the laws of the Cayman Islands fairly
summarise the matters referred to therein.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the reference to us under the
captions "Material Tax Consequences of the Exchange Offer", "Validity of the New
Notes" and "Enforcement of Civil Liabilities Against Non-U.S. Persons -- Vale
Overseas" contained in the Prospectus in such Registration Statement.
This opinion is limited to the matters referred to herein and shall not be
construed as extending to any other matter or document not referred to herein.
This opinion is given solely for your benefit and the benefit of your legal
advisers acting in that capacity in relation to this transaction and may not be
relied upon by any other person without our prior written consent. This opinion
shall be construed in accordance with the laws of the Cayman Islands.
Yours faithfully,
/s/ Walkers
WALKERS
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SCHEDULE 1
LIST OF DOCUMENTS EXAMINED
(1) the Memorandum and Articles of Association of the Company;
(2) a Certificate of Good Standing in respect of the Company dated 4 March
2002 issued by the Registrar of Companies;
(3) a copy of minutes of a meeting of the Board of Directors of the Company
dated 25 February 2002 (the "Resolutions");
(4) a copy of the Power of Attorney given by the Company in favour of the
Attorneys named therein dated 25 February 2002 (the "Power of
Attorney");
(5) (a) the Registration Statement;
(b) the Registration Rights Agreement (the "Registration Rights
Agreement") made between the Company, CVRD and the Initial
Purchasers specified therein; and
(6) such other documents as we have considered necessary for the purposes
of rendering this opinion.
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SCHEDULE 2
ASSUMPTIONS
The opinions hereinbefore given are based upon the following assumptions:
1. There are no provisions of the laws of any jurisdiction outside the
Cayman Islands which would be contravened by the execution or delivery
of the F4 Registration Statement, the Notes or the Registration Rights
Agreement.
2. The Registration Rights Agreement and the Notes are within the capacity
and powers of and have been or will be duly authorised, executed and
delivered by each of the parties thereto (other than the Company) and
constitute or will, when executed and delivered, constitute the legal,
valid and binding obligations of each of the parties thereto
enforceable in accordance with their terms as a matter of the laws of
all relevant jurisdictions (other than the Cayman Islands).
3. All original documents are authentic, that all signatures and seals are
genuine, that all documents purporting to be sealed have been so
sealed, that all copies are complete and conform to their original and
that all documents examined conform in every material respect to the
latest drafts of the same produced to us and that where documents have
been provided to us in successive drafts marked-up to indicate changes
to such documents all such changes have been so indicated.
4. The Minute Book of the Company examined by us on [ ] March 2002 at its
Registered Office contains a complete and accurate record of the
business transacted by it.
5. The copies of the Memorandum and Articles of Association, Register of
Members, Register of Directors and Officers and Register of Mortgages
and Charges viewed at the Registered Office of the Company are true and
correct copies of the originals of the same and that all matters
required by law to be recorded therein are so recorded.
6. The corporate records of the Company examined by us on [ ] March 2002
at its Registered Office constitute its complete and accurate corporate
records and that all matters required by law to be recorded therein are
so recorded.
7. The copy of the minutes of the meeting of the Board of Directors at
which the Resolutions were duly adopted constitutes an accurate record
of such meeting.
8. The Power of Attorney remains in full force and effect and has not been
revoked.
9. None of the parties to the Documents or the Notes is a person,
political faction or body resident in or constituted under the laws of
any country currently the subject of United Nations Sanctions
("Sanctions") extended to the Cayman Islands by the Order of Her
Majesty in Council. At this date Sanctions currently extend to Libya,
Iraq, Kuwait, Haiti, The Federal Republic of Yugoslavia, Sierra Leone,
Liberia, Somalia, Rwanda, Serbia & Montenegro, Angola, the Uniao
Nacional para a Independencia Total de Angola ("UNITA"), Afghanistan,
Eritrea or Ethiopia and the Taliban (an Afghan political faction which
calls itself the Islamic Emirate of Afghanistan).
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