EXHIBIT 5.9
[HANNES SNELLMAN LETTERHEAD]
RYl
Herbalife International, Inc.
and each of the Guaranteeing Subsidiaries of
the series B Notes (Listed on Schedule A hereto)
1800 Century Park East
Los Angeles, California 90067
Chadbourne & Parke LLP
30 Rockefeller Plaza
New York, NY 10112
Dear Sirs,
HERBALIFE INTERNATIONAL FINLAND OY
We have acted as Finnish counsel for Herbalife International Finland
Oy (the "COMPANY") in connection with:
(a) Supplemental Indenture dated as of 31 July 2002 made between,
among others, the Company, Herbalife International, Inc., the
Bank of New York (in such capasity, the "Trustee") and other
Guaranteeing Subsidiaries (the "SUPPLEMENTAL INDENTURE");
(b) The Guarantee dated as of 31 July 2002 issued by the Company
and other Guarantors in favour of the Holders and the Trustee
(as defined in the Indenture, dated June 27, 2002) in respect
of the Guarantee Obligations (as defined in the Indenture)
(the "GUARANTEE I");
(c) Joinder to the Purchase Agreement dated as of 31 July 2002
issued by the Company and addressed to UBS Warburg LLC and
relating to the Purchase Agreement dated June 21, 2002 among
WH Acquisition Corp., Herbalife International, Inc. and UBS
Warburg LLC (the " JOINDER TO THE PURCHASE AGREEMENT"); and
(d) Joinder to the Registration Rights Agreement dated as of 31
July 2002 issued by the Company and addressed to UBS Warburg
LLC (the "JOINDER TO THE REGISTRATION RIGHTS AGREEMENT")
relating to the offer to exchange (the "EXCHANGE OFFER") 11 -3/4 %
Series B Senior Subordinated Notes of Herbalife International, Inc.
due 2010 for an equal principal amount of outstanding 11 -3/4 %
Series A Subordinated Notes due 2010.
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The documents referred to above in point (a) - (d) are herein
referred to together as the "GUARANTEEING DOCUMENTS". The
obligations guaranteed under the Guaranteeing Documents are
hereafter referred to as the "GUARANTEED OBLIGATIONS".
Terms defined in the Guaranteeing Documents shall have the same
meaning herein unless otherwise defined herein.
We have for the purposes of this opinion, examined the Guaranteeing
Documents and the following documents:
(a) the Articles of Association of the Company, dated as of 18
November 2002;
(b) a resolution of the board of directors of the Company dated 31
July 2002 authorising among other things, the execution,
delivery and performance of the Guaranteeing Documents; and
(c) extract of the Trade Register in respect of the Company, dated
as of 18 November 2002.
We have relied upon the certificates and other documents examined
and have not independently established their accuracy.
This opinion expresses and describes legal concepts of Finnish law
and is issued and may be relied upon only on the express condition
that it and all the terms, words and expressions herein shall be
governed by, construed and interpreted in accordance with Finnish
law.
This opinion is confined to matters of Finnish law as it stands on
the date hereof. We have made no enquiry into the laws of any
jurisdiction other than those of Finland and no opinion is expressed
or implied with respect to such laws.
In giving this opinion we have assumed:
(a) the genuineness of all signatures, the authenticity and
completeness of all documents submitted to us as originals,
and the conformity to original documents of all documents
submitted to us as copies and the authenticity and
completeness of the original documents;
(b) that each of the Guarantees and the Indenture are duly
executed by and constitute a valid and legally binding
obligation, in accordance with its terms, of each party
thereto other than the Company;
(c) that each of the Guarantees and the Indenture expressed to be
governed by the laws of any jurisdiction other than those of
Finland are legal, valid and binding under the laws by which
they are stated to be governed; and
(d) that all certificates and other documents on which we have
expressed reliance remain accurate and that no additional
matters would have been disclosed by a
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company search at the Finnish Trade Register if carried out
since the carrying out of the search referred to above.
On the basis of the above assumptions which we have, with your
permission, not investigated further, and subject to the
qualifications set out below, we are of the opinion that under the
laws of Finland in force and as applied at the date hereof:
(a) the Company is duly organised and validly existing under the
laws of Finland and has full power and capacity to execute and
deliver the Guaranteeing Documents to which it is a party;
(b) the Guaranteeing Documents are in appropriate form to be
admissible in evidence in the courts of Finland (after
translation into the Finnish or Swedish language, if
necessary) and are in proper legal form under the laws of
Finland for the enforcement thereof against the Company under
the laws of Finland;
(c) the Company has taken all necessary corporate action to
authorise the execution, delivery and performance by it of the
Guaranteeing Documents and it has duly executed and delivered
the Guaranteeing Documents;
(d) subject to the qualification e) below, the choice of the law
of the State of New York as the governing law of the
Guaranteeing Documents, will be recognised and given effect by
the courts of Finland and the provisions therein for the
submission of Company to the jurisdiction of the courts of
State of New York are legal, valid and binding on the Company.
If the Guaranteeing Documents are sought to be enforced in
Finland in accordance with the laws of the State of New York,
United States of America, the courts of competent jurisdiction
in Finland would recognize the choice of law and apply the
laws of the State of New York, United States of America
including the choice of law rules regarding perfection
contained therein;
(e) the Guaranteeing Documents constitute legal, valid and binding
obligations of the Company enforceable against the company in
accordance with their terms; and
(f) subject to the qualification f) below, there are no legal
impediments to access by the Trustee to the courts of Finland,
nor shall the Trustee be required to qualify under any statute
or law or to pay any franchise tax, stamp tax or other similar
fee to gain such access, in respect of such Guaranteeing
Documents, including a proceeding for the enforcement of a
judgment by a court in the United States in favor of the
Trustee, except for such fees as would be required of
plaintiffs, both residents and non-residents, in seeking
access to the courts of Finland.
This opinion is subject to the following qualifications:
(a) the terms and conditions of the Guaranteeing Documents are
subject to bankruptcy, moratorium, reorganisation, insolvency
and other laws affecting
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creditors' rights generally and may pursuant to the Finnish
Act on Contracts (statute 1929/228, as amended) be set aside
or modified if held by court of law to be unreasonable and may
also be subject to limitation of action by effluxion of time;
(b) enforcement of the Guaranteeing Documents may be limited by
general principles of equity; in particular, equitable
remedies (such as an order for specific performance or an
injunction) are discretionary remedies and may not be
available under the laws of Finland where damages are
considered to be an adequate remedy, and nothing in this
opinion should be taken to indicate that any particular remedy
necessarily would be available with respect to any particular
provision of the Guaranteeing Documents in any particular
instance;
(c) since there are no specific rules or precedents in Finnish law
applicable to transactions structured as the merger at hand,
the enforcement of the Guaranteeing Documents may be limited
by general principles of corporate law and the Finnish
Companies Act (statute 734/1978, as amended) concerning, inter
alia, the distribution of funds and duty to act in the best
interests of the company;
(d) any provision in any of the Guaranteeing Documents which
involves (or indicates) an indemnity for legal costs or costs
of litigation is subject to the discretion of the court to
decide whether and to what extent a party to litigation should
be awarded the legal costs incurred by it in connection with
the litigation or otherwise;
(e) the application by a Finnish court of the laws of the State of
New York in relation to the relevant Guaranteeing Documents is
subject to:
i) the laws of the State of New York not being
contrary to such Finnish mandatory public law
which due to its public nature or general interest
shall be considered to be applicable irrespective
of the agreed choice of law;
ii) the application of the laws of the State of New
York not resulting in an outcome contrary to the
basic principles of the Finnish legal system; and
iii) sufficient evidence as to the contents of the laws
of the State of New York is submitted to a Finnish
court;
(f) any final and conclusive judgement of a State of New York
court or federal court of the United States of America is as
such not enforceable in Finland but a Finnish title for
execution is required for such enforcement. In seeking a
Finnish court judgement or order to such effect the judgement
of a State of New York court or federal court of the United
States of America will constitute circumstantial evidence of
questions of fact in the case concerned and evidence of the
contents of the laws of the State of New York as applied on
the matter in dispute;
(g) as regards jurisdiction, a Finnish court may stay proceedings
if concurrent proceedings are being brought elsewhere; and
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(h) Finnish courts may require that documents drawn up in English
or any other language than Finnish or Swedish, and presented
to the court shall be translated into Finnish or Swedish.
We do not express any opinions herein as to any matter governed by
any laws other than the laws of Finland as currently in force. It is
rendered by us to you in the very matter and context specified
herein. Our opinion may not, without our express consent, be
divulged to or relied upon by others or referred to in any other
matter or context whatsoever, except that we hereby consent to the
filing of this opinion as an exhibit to the Registration Statement
(No. 333-101188) under the Securities Act of 1933 on Form S-4 to be
filed for the Exchange Offer.
Yours very truly,
HANNES SNELLMAN ATTORNEYS AT LAW LTD.
Henrik Mattson
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SCHEDULE A
Herbalife International Do Brasil Ltda.
Herbalife (UK) Limited
Herbalife Europe Limited
Herbalife International Finland OY
Herbalife International of Israel (1990) Ltd.
Herbalife of Japan K.K.
Herbalife Internacional de Mexico, S.A. de C.V.
Herbalife Products de Mexico, S.A. de C.V.
Herbalife Sweden Aktiebolag
Herbalife China, LLC
Herbalife International of America, Inc.
Herbalife International Communications Inc.
Herbalife International Distribution, Inc.
Herbalife International of Europe, Inc.
Herbalife Taiwan, Inc.
Herbalife International (Thailand) Ltd.
WH Luxembourg CM S.a.R.L.
WH Luxembourg Intermediate Holdings S.a.R.L.
WH Luxembourg Holdings S.a.R.L.
WH Intermediate Holdings Ltd.