Exhbiit 5.10
[HERZOG, FOX & NEEMAN LETTERHEAD]
December 19, 2002
File No. 15542
HERBALIFE INTERNATIONAL, INC,
AND EACH OF THE GUARANTORS
OF THE SERIES B NOTES (LISTED ON SCHEDULE A HERETO)
1800 CENTURY PARK EAST
LOS ANGELES, CA 90067
CHADBOURNE & PARKE LLP
30 ROCKEFELLER PLAZA
NEW YORK, NY 10112
Ladies and Gentlemen:
Re: HERBALIFE INTERNATIONAL OF ISRAEL (1990) LTD.
As legal counsel to Herbalife International of Israel (1990) Ltd. (the
"COMPANY"), we hereby submit our opinion, as set forth below, in connection with
the offer to exchange (the "EXCHANGE OFFER") 11-3/4% Series B Senior
Subordinated Notes due 2010 (the "SERIES B NOTES") of Herbalife International,
Inc., a Nevada corporation (the "ISSUER"), for an equal principal amount of the
Issuer's outstanding 11-3/4% Series A Senior Subordinated Notes due 2010 (the
"SERIES A NOTES"), and in connection with the preparation of the prospectus (the
"PROSPECTUS") contained in the registration statement on Form S-4 (the
"REGISTRATION STATEMENT (NO. 333-101188)") filed with the Securities and
Exchange Commission by the Issuer and certain guarantors, including the Company
(such guarantors are hereinafter referred to as the "GUARANTORS" and the
Guarantors, together with the Issuer, are hereinafter referred to as the
"REGISTRANTS") for the purpose of registering the Series B Notes and the
guarantees by the Guarantors of the Issuer's obligations under the Series B
Notes
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(the "GUARANTEES") under the Securities Act of 1933, as amended (the "ACT").
The Series A Notes have been, and the Series B Notes and the Guarantees will be,
issued pursuant to an Indenture, dated as of June 27, 2002, between WH
Acquisition Corp. (whose obligations were assumed by the Issuer upon the
consummation of the merger of the Issuer with WH Acquisition Corp.), the
Guarantors and The Bank of New York, as trustee (the "TRUSTEE"), as supplemented
by the Supplemental Indenture dated as of July 31, 2002 (the "INDENTURE").
Unless otherwise defined herein, terms defined in the Prospectus are used herein
as defined therein.
In our capacity as counsel to the Company, we have examined originals or copies
of such documents of or pertaining to the Company, and have reviewed such
questions of law, as we have considered necessary and appropriate for the
purposes of the opinion set forth below. In rendering the opinion set forth
below and on such examination, we have assumed the authenticity of all documents
submitted to us as originals, the genuineness of all signatures and the
conformity to authentic originals of all documents submitted to us as copies. We
have also assumed the legal capacity for all purposes relevant hereto of all
natural persons and, with respect to all parties to agreements or instruments
relevant hereto other than the Company, that such parties had the requisite
power and authority (corporate or otherwise) to execute, deliver and perform
such agreements or instruments, that such agreements or instruments have been
duly authorized by all requisite action (corporate or otherwise), and have been
executed and delivered in accordance with such authority by such parties and
that such agreements or instruments are the valid, binding and enforceable
obligations of such parties.
The opinions hereinafter expressed are further subject to the following
qualifications and exceptions:
(i) The effect of bankruptcy, insolvency, reorganization, arrangement,
moratorium or other similar laws relating to or affecting the rights of
creditors generally, including, without limitation, laws relating to
fraudulent transfers or conveyances, preferences and equitable
subordination;
(ii) The effect of non-Israeli laws, judicial determinations or governmental
actions affecting creditors' rights or the Company's performance of its
obligations under the Guarantee, the Indenture, the Supplemental Indenture
dated as of July 31, 2002, the Joinder to the Purchase Agreement dated as
of July 31, 2002 and the Joinder to the Registration Rights Agreement
dated as of July 31, 2002 (the "NOTE DOCUMENTS");
(iii) Limitations imposed by general principles of equity upon the availability
of equitable remedies or the enforcement of provisions of any documents
referred to herein and the effect of judicial decisions which have held
that certain provisions are unenforceable where the enforcement thereof
would violate the implied covenant of good faith and fair dealing, or
would be commercially unreasonable, or where the breach thereof is not
material; and
(iv) Our opinions expressed herein are based upon current Israeli statutes,
rules, regulations, cases and official interpretive opinions.
We have considered such questions of Israeli law as we have deemed necessary for
the purpose of rendering this opinion. We are members of the Bar of the State of
Israel and, in rendering our opinion, we do not pass (expressly or by
implication) on the laws of any jurisdiction other than the State of Israel. Our
opinion relates only to Israeli laws.
Based upon the foregoing, and subject to the qualifications and exceptions noted
herein, we are of the opinion that:
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(1) The Company is duly organized, validly existing and in good
standing under the laws of the State of Israel.
(2) The Company has all the corporate power and authority to
execute, deliver and perform all of its obligations under each of the Note
Documents to which it is a party, provided, however, that the scope and amount
of its obligations are to the extent permitted under applicable Israeli Law. The
execution, delivery and performance by the Company of each of the Note Documents
to which it is a party and the consummation by the Company of the transactions
contemplated thereby have been duly authorized by all requisite corporate
action. Each of the Note Documents to which the Company is a party has been duly
executed and delivered by the Company.
(3) Each of the Note Documents to which the Company is a party
constitutes the valid and binding obligation of the Company enforceable against
the Company in accordance with its terms, provided, however, that the scope and
amount of the Company's obligations are to the extent permitted under applicable
Israeli Law.(4) The choice of law of the State of New York, United States of
America as the governing law of the Note Documents to which the company is a
party is likely to be upheld as a valid choice of law by the courts of the State
of Israel. If any Note Document to which the company is a party is sought to be
enforced in the State of Israel in accordance with the laws of the State of New
York, United States of America, the courts of competent jurisdiction in the
State of Israel would probably recognize the choice of law and apply the laws of
the State of New York, United States of America.
This opinion is rendered only to you and is solely for your benefit in
connection with the offering of the Series B Notes under the Prospectus. We
hereby consent to the filing of this opinion as an exhibit to the Registration
Statement (No. 333-101188). This opinion may not be relied upon by you for any
other purpose; nor may this opinion be provided to, quoted to or relied upon by,
any other person or entity, for any purpose, without our prior written consent.
The opinion expressed herein is as of the date hereof, and we make no
undertaking to supplement the same.
Very truly yours,
Herzog, Fox & Neeman, Adv.
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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 International 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.