Exhibit 5.5
(CHANCERY CHAMBERS LETTERHEAD)
July 9,2003
Matter No: 2030171
CanWest Media Inc.
31st Floor, TD Centre
201 Portage Avenue
Winnipeg, Manitoba
Canada R3B 3L7
and
The Parties Identified in Schedule A hereto
Ladies and Gentlemen:
We have been asked to provide this legal opinion to CanWest Media Inc., a
Canadian corporation (the "Company"), and the parties identified in Schedule A
hereto (the "Barbados Guarantors") in connection with the Company's offer to
exchange (the "Exchange Offer") its 7 5/8% Series B Senior Notes due 2013 (the
"Exchange Notes") for up to US $200,000,000 of its outstanding 7 5/8% Series A
Senior Notes due 2013 (the "Initial Notes").
This opinion is being delivered to you for filing as an exhibit to the
Registration Statement on Form F-4 filed by the Company, the Barbados Guarantors
and the other guarantors identified therein (collectively, the "Guarantors"),
with the Securities and Exchange Commission (the "Commission") on or about July
11,2003 (the "Registration Statement") pursuant to the Securities Act of 1933,
as amended (the "Securities Act"), relating to the registration of the Exchange
Notes and the related Guarantee (the "Guarantee"), of the Guarantors made
pursuant to the Indenture (the "Indenture"), dated as of April 3,2003, by and
between the Company, as Issuer, the Barbados Guarantors and the other Guarantors
named therein, and the Bank of New York, as Trustee (as amended, restated or
supplemented from time to time) under the Securities Act.
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CanWest Media Inc. Matter No.: 2030171
The Initial Notes were issued, and the Exchange Notes will be issued, pursuant
to the Indenture.
In connection with this opinion, we have examined originals or copies, certified
or otherwise identified to our satisfaction, of the following documents:
(i) the Registration Statement and the prospectus contained therein;
(ii) the Guarantee;
(iii) an officers certificate (the "Officer's Certificate") dated July
8,2003, issued on behalf of each of the Barbados Guarantors by a duly authorised
officer of each such Barbados Guarantor as to incumbency of certain officers and
directors and other matters; and in each case annexing thereto (a) the
Certificate and Articles of Incorporation (the "Corporate Instruments") of such
Barbados Guarantors; (b) the resolutions adopted by the Board of Directors of
such Barbados Guarantors approving the guarantee of the obligations of CanWest
Media (as the indirect holding body corporate) of such Barbados Guarantor, and
authorising such Barbados Guarantor to execute and deliver the Guarantee and all
documents related thereto, and (c) the international business company licence
and annual renewal for the year 2003 ("IBC Licence"), issued to such Barbados
Guarantor.
In our examination of the foregoing documents, we have assumed 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 notarised, true, certified, photostatic or telecopied copies
thereof, and the completeness and accuracy of all facts set forth in official
public records and certificates and other documents issued by public officials.
In rendering the opinions set forth herein, we have relied (without independent
investigation or verification) as to certain matters of fact solely upon each of
the officer's certificates rendered by each Barbados Guarantor.
We are qualified to practise law only in Barbados and have made no investigation
of laws of any jurisdiction other than the laws of Barbados. We express no
opinion as to the laws of any jurisdiction other than the laws of Barbados and
the opinions hereinafter expressed are limited to the laws of Barbados in effect
on the date hereof.
Based upon the foregoing and subject to the limitations, qualifications and
assumptions set forth herein, it is our opinion that:-
1. Each Barbados Guarantor has been duly organised and validly existing
under the laws of Barbados, and has all requisite corporate power
and authority to execute, deliver and perform its obligations
under the Indenture and the Guarantee.
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CanWest Media Inc. Matter No.: 2030171
2. The Indenture has been duly authorised by each Barbados Guarantor in
accordance with the laws of Barbados, and has been duly executed by
each Barbados Guarantor.
3. The Guarantee has been duly authorised by each Barbados Guarantor in
accordance with the Laws of Barbados, and has been duly executed by
each Barbados Guarantor,
4. The execution and delivery of the Indenture and the Guarantee by the
Barbados Guarantors, the performance by the Barbados Guarantors of
their obligations thereunder and the enforcement of such obligations
do not violate any applicable law or public policy of Barbados.
This opinion is being delivered to you in connection with the Registration
Statement and is not to be used, circulated, quoted or otherwise referred to for
any other purpose without our prior written consent. Kaye Scholer LLP may rely
on this opinion with respect to matters governed by Barbados law for its opinion
to you dated on or about the date hereof.
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, or under the rules and regulations of the Commission
thereunder.
Yours very truly,
CHANCERY CHAMBERS
per /s/ Eulalie N. Greenaway
------------------------
Eulalie N. Greenaway
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CanWest Media Inc. Matter No.: 2030171
SCHEDULE A
CanWest Irish Holdings (Barbados) Inc.
CanWest International Communications Inc.
CanWest International Management Inc.