Exhibit 5.13
POSADAS, POSADAS & VECINO
July 10, 2003
FLODDEN S.A.
YAGUARON 1407 OF. 607, MONTEVIDEO
Ladies and Gentlemen:
Re: 9-3/4% Series B Senior Subordinated Notes Due 2012
We have acted as special Uruguayan counsel to FLODDEN S.A., a Uruguayan
corporation (the "Company"), in connection with the offer to exchange (the
"Exchange Offer") by Burns Philp Capital Pty Limited, an Australian corporation
(the "Issuer") and wholly owned subsidiary of Burns, Philp & Company Limited
("Burns Philp"), of U.S.$400,000,000 aggregate principal amount of 9-3/4% Series
B Senior Notes due 2012 (the "Exchange Notes") which are being registered under
the Securities Act of 1933, as amended (the "Securities Act"), for its existing
9-3/4% Senior Notes due 2012 (the "Old Notes"), as described in the Registration
Statement on Form F-4 (File No. 333-98141) relating to the Exchange Offer (as
amended or supplemented, the "Registration Statement"), initially filed with the
United States Securities and Exchange Commission on August 9, 2002. The Old
Notes were issued, and the Exchange Notes are proposed to be issued, under an
indenture dated as of June 21, 2002 (the "Indenture"), among the Issuer, Burns
Philp and certain subsidiaries of Burns Philp (together with the Company, the
"Subsidiary Guarantors") and The Bank of New York, a New York banking
corporation, as Trustee (the "Trustee"). The terms of the Exchange Notes to be
issued are substantially identical to the Old Notes, except for certain transfer
restrictions and registration rights relating to the Old Notes. The Old Notes
are, and the Exchange Notes will be, fully and unconditionally guaranteed by the
Company and the Subsidiary Guarantors on a senior subordinated basis, under the
Indenture and the Supplemental Indenture (the "Guarantee"). The Indenture is an
exhibit to the Registration Statement.
We have examined originals, or copies certified or otherwise identified to
our satisfaction, of the Indenture, Supplemental Indenture and the Minutes of a
Meeting of Directors, (the "Relevant Documents"), as in our judgment are
necessary or appropriate to enable us to render the opinion expressed below. In
rendering such opinion, we have relied as to factual matters upon the
representations, warranties and other statements made in the Relevant Documents.
In our examination, we have assumed, (i) the genuineness of all signatures
(ii) the legal capacity of all natural persons, (iii) the authenticity of all
documents submitted to us as originals, (iv) the conformity to the original
documents of all documents submitted as conformed, facsimile or photostatic
copies, and (v) the Guarantee does not include a pledge or mortgage.
POSADAS, POSADAS & VECINO
Based upon the foregoing, and subject to the exceptions, qualifications,
limitations and assumptions herein set forth, we are of the opinion that: (i)
the execution and delivery of, and the performance by the Company of its
obligations under, the Guarantee has been duly authorized by all requisite
corporate action of the part of the Company; (ii) the Company has full power and
authority, and all necessary consents and approvals to execute, deliver and
perform its obligations under the Guarantee; (iii) the execution, delivery and
performance by the Company of the Guarantee did not and will not violate in any
respect any existing provision of any law of Uruguay or the Company's
constitution; and (iv) the Company is duly incorporated and is an existing
corporation in good standing under the laws of Uruguay.
In rendering the foregoing opinion, we express no opinion, directly or
indirectly, as to laws other than the laws of Uruguay. The foregoing opinion is
rendered as of the date hereof and we assume no obligation to update such
opinion to reflect any facts or circumstances which may hereafter come to our
attention or any changes in the law which may hereafter occur.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement. In giving such consent, 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, or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Eduardo A. Ferrari
Eduardo A. Ferrari
2
(GREENSTED S.A. LETTERHEAD)
July 10, 2003
GREENSTED S.A.
JUNCAL 1327 OF. 2201, MONTEVIDEO
Ladies and Gentlemen:
Re: 9-3/4% Series B Senior Subordinated Notes Due 2012
We have acted as special Uruguayan counsel to GREENSTED S.A., a Uruguayan
corporation (the "Company"), in connection with the offer to exchange (the
"Exchange Offer") by Burns Philp Capital Pty Limited, an Australian corporation
(the "Issuer") and wholly owned subsidiary of Burns, Philp & Company Limited
("Burns Philp"), of U.S.$400,000,000 aggregate principal amount of 9-3/4% Series
B Senior Notes due 2012 (the "Exchange Notes") which are being registered under
the Securities Act of 1933, as amended (the "Securities Act"), for its existing
9-3/4% Senior Notes due 2012 (the "Old Notes"), as described in the Registration
Statement on Form F-4 (File No. 333-98141) relating to the Exchange Offer (as
amended or supplemented, the "Registration Statement"), initially filed with the
United States Securities and Exchange Commission on August 9, 2002. The Old
Notes were issued, and the Exchange Notes are proposed to be issued, under an
indenture dated as of June 21, 2002 (the "Indenture"), among the Issuer, Burns
Philp and certain subsidiaries of Burns Philp (together with the Company, the
"Subsidiary Guarantors") and The Bank of New York, a New York banking
corporation, as Trustee (the "Trustee"). The terms of the Exchange Notes to be
issued are substantially identical to the Old Notes, except for certain transfer
restrictions and registration rights relating to the Old Notes. The Old Notes
are, and the Exchange Notes will be, fully and unconditionally guaranteed by the
Company and the Subsidiary Guarantors on a senior subordinated basis, under the
Indenture and the Supplemental Indenture (the "Guarantee"). The Indenture is an
exhibit to the Registration Statement.
We have examined originals, or copies certified or otherwise identified to
our satisfaction, of the Indenture, Supplemental Indenture and the Minutes of a
Meeting of Directors, (the "Relevant Documents"), as in our judgment are
necessary or appropriate to enable us to render the opinion expressed below. In
rendering such opinion, we have relied as to factual matters upon the
representations, warranties and other statements made in the Relevant Documents.
In our examination, we have assumed, (i) the genuineness of all signatures
(ii) the legal capacity of all natural persons, (iii) the authenticity of all
documents submitted to us as originals, (iv) the conformity to the original
documents of all documents submitted as conformed, facsimile or photostatic
copies, and (v) the Guarantee does not include a pledge or mortgage.
Based upon the foregoing, and subject to the exceptions, qualifications,
limitations and assumptions herein set forth, we are of the opinion that: (i)
the execution and delivery of, and the performance by the Company of its
obligations under, the Guarantee has been duly authorized by all requisite
corporate action of the part of the Company; (ii) the Company has full power and
authority, and all necessary consents and approvals to execute, deliver and
perform its obligations under the Guarantee; (iii) the execution, delivery and
performance by the Company of the Guarantee did not and will not violate in any
respect any existing provision of any law of Uruguay or the Company's
constitution; and (iv) the Company is duly incorporated and is an existing
corporation in good standing under the laws of Uruguay.
In rendering the foregoing opinion, we express no opinion, directly or
indirectly, as to laws other than the laws of Uruguay. The foregoing opinion is
rendered as of the date hereof and we assume no obligation to update such
opinion to reflect any facts or circumstances which may hereafter come to our
attention or any changes in the law which may hereafter occur.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement. In giving such consent, 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, or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Eduardo A. Ferrari
-------------------------
Eduardo A. Ferrari
2