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EXHIBIT 5.2
July 15, 2003
Jafra Cosmetics International, Inc. Jafra Cosmetics International, S.A. de C.V.
2451 Townsgate Road Distribuidora Comercial Jafra, S.A. de C.V.
Westlake Village, CA 91361 Distribuidora Venus, S.A. de C.V.
Dirsamex, S.A. de C.V.
Serviday, S.A. de C.V.
Cosmeticos y Fragancias, S.A. de C.V.
Jafrafin, S.A. de C.V.
Jafra Worldwide Holdings (Lux) S.a.r.l. Jafra Cosmetics, S.A. de C.V.
10, rue Antione Jans Blvd. Adolfo Lopez Mateos No. 515
L 1820 Luxembourg Colonia Tlacopac,
Luxembourg Mexico, D.F. 01040
Registration Statement on Form S-4
of Jafra Cosmetics International, Inc.,
Distribuidora Comercial Jafra, S.A. de C.V.,
Jafra Worldwide Holdings (Lux) S.a.r.l. and the
Subsidiary Guarantors referred herein
(Registration No. 333-106666)
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Ladies and Gentlemen:
We have acted as special Mexican counsel to Distribuidora Comercial
Jafra, S.A. de C.V., a sociedad anonima de capital variable organized under the
laws of the United Mexican States ("Jafra Distribution"), Jafra Cosmetics
International, S.A. de C.V. ("Jafra Mexico") as Guarantor and the Subsidiary
Guarantors (as defined below), in connection with the preparation and filing
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"), of a Registration Statement on
Form S-4 (as amended to the date hereof, the "Registration Statement"), which
includes a Prospectus (the "Prospectus") relating to the proposed offering,
severally with Jafra Cosmetics International, Inc., a Delaware corporation (the
"U.S. Issuer" and together with Jafra Distribution, the "Issuers"), of
U.S.$200,000,000 aggregate principal amount of the Issuers' 10-3/4% Senior
Subordinated Notes Due 2011 (the "New Notes"), which are to be registered under
the Act pursuant to the Registration Statement, in exchange for an equal
principal amount of the Issuers' outstanding 10-3/4% Senior Subordinated Notes
Due 2011 (the "Existing Notes"). The New Notes are to be issued pursuant to the
Indenture, dated as of May 20, 2003, among Jafra Worlwide Holdings (Lux)
S.a.r.l. (the "Parent"), the Issuers and U.S. Bank National Association, as
trustee (the "Trustee"), as supplemented by the First Supplemental Indenture,
dated as of May 20, 2003 (as so supplemented, the "Indenture"), among
Distribuidora Venus, S.A. de C.V., Dirsamex, S.A. de C.V., Serviday, S.A. de
C.V., Cosmeticos y Fragancias, S.A. de C.V., Jafrafin, S.A. de C.V. and Jafra
Cosmetics S.A. de C.V., each of which is a subsidiary of Jafra Mexico
(collectively, the "Subsidiary Guarantors"), the Parent, the
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Issuers and the Trustee. The obligations of the U.S. Issuer pursuant to the New
Notes are to be guaranteed by the Parent and Jafra Distribution (such guarantee
by Jafra Distribution, the "Jafra Distribution Cross Guarantee") and the
obligations of Jafra Distribution pursuant to the New Notes are to be guaranteed
by the Parent, the U.S. Issuer, Jafra Mexico and the Subsidiary Guarantors,
pursuant to and as set forth in the Indenture (such guarantees by Jafra Mexico
and the Subsidiary Guarantors, the "Subsidiary Guarantees").
In so acting, we have relied on originals or copies, certified or
otherwise identified to our satisfaction, of all such records of Jafra
Distribution, Jafra Mexico and the Subsidiary Guarantors and such other
instruments and other certificates of public officials, officers and
representatives of Jafra Distribution, Jafra Mexico and the Subsidiary
Guarantors and have made such investigations of law as we have deemed necessary
or appropriate as a basis for the opinion expressed below. In all such
examinations, we have assumed without investigation the legal capacity of all
persons executing documents, the genuineness of all signatures on original or
certified copies, the authenticity of all original or certified copies and the
conformity to original or certified documents of all copies submitted to us as
conformed or reproduction copies. We have relied as to factual matters upon, and
have assumed the accuracy of, representations, statements and certificates of or
from public officials and of or from officers and representatives of the Parent,
the Issuers, Jafra Mexico, the Subsidiary Guarantors and others. We have also
assumed that (i) the Trustee and any other parties other than Jafra
Distribution, Jafra Mexico and the Subsidiary Guarantors is and has been duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization, (ii) the Trustee and any other parties other than
Jafra Distribution, Jafra Mexico and the Subsidiary Guarantors has the power and
authority to enter into and perform, and has duly authorized, executed and
delivered, the Indenture, (iii) the Indenture is valid, binding and enforceable
with respect to the Trustee and any other parties other than Jafra Distribution,
Jafra Mexico and the Subsidiary Guarantors, and (iv) the New Notes will be duly
authenticated by the Trustee in the manner provided in the Indenture.
We have made no independent investigation of the laws of the United
States of America, as a basis for the opinion stated herein and have assumed
that there is nothing in any such laws that affects our opinion.
Based upon the foregoing, and subject to the limitations, qualifications and
assumptions set forth herein, we are of the opinion that:
1. Jafra Distribution has been duly incorporated and is validly existing
as a sociedad anonima de capital variable under the laws of Mexico.
2. Jafra Distribution had and has the corporate power and authority to
execute, deliver and perform its obligations under the Indenture, including but
not limited to its obligations under the Jafra Distribution Cross Guarantee.
3. Jafra Mexico and each of the Subsidiary Guarantors has been duly
incorporated and is an existing corporation under the laws of Mexico.
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4. Jafra Mexico and each of the Subsidiary Guarantors had and has the
corporate power and authority to execute, deliver and perform its obligations
under the Indenture, including but not limited to its obligations under the
Subsidiary Guarantees.
5. The Indenture has been duly authorized, executed and delivered by
Jafra Distribution, Jafra Mexico and each Subsidiary Guarantor, and the New
Notes have been duly authorized, executed, authenticated, issued and delivered
by Jafra Distribution.
6. The Jafra Distribution Cross Guarantee and the Subsidiary Guarantees
have been duly authorized, executed, authenticated, issued and delivered, as
appropriate, by Jafra Distribution, Jafra Mexico and each Subsidiary Guarantor,
respectively.
7. The choice of law provisions set forth in the New Notes will be
recognized by the courts of Mexico; Jafra Distribution, Jafra Mexico and each
Subsidiary Guarantor can sue and be sued in their own name under the laws of
Mexico; under the laws of Mexico, the submission of Jafra Distribution and the
Subsidiary Guarantors to the jurisdiction of federal and state courts in the
Borough of Manhattan in The City of New York (each a "New York Court" and
collectively the "New York Courts") is legal, valid and binding; any judgment
obtained in a New York Court arising out of or in relation to the obligations of
Jafra Distribution, Jafra Mexico and any of the Subsidiary Guarantors under the
New Notes, the Indenture, the Jafra Distribution Cross Guarantee, the Subsidiary
Guarantees or the transactions contemplated thereby will be recognized in
Mexico; provided, however, that any judgment obtained against Jafra
Distribution, Jafra Mexico or any Subsidiary Guarantor in any of the New York
Courts in respect of any sum payable by it under the New Notes, the Indenture,
the Jafra Distribution Cross Guarantee and the Subsidiary Guarantees would be
recognized and enforced by the courts of Mexico without re-examination of the
issues pursuant to Articles 569 and 571 of the Federal Code of Civil Procedure
and Article 1347A of the Commerce Code, which provide, inter alia, that any
judgment rendered outside Mexico may be enforced by Mexican courts, provided
that:
(i) such judgment is obtained in compliance with legal requirements
of the jurisdiction of the court rendering such judgment and in
compliance with all legal requirements of the New Notes, the Indenture,
the Jafra Distribution Cross Guarantee or the Subsidiary Guarantees, as
the case may be;
(ii) such judgment is strictly for the payment of a certain sum of
money and has been rendered in an in personam action as opposed to an in
rem action;
(iii) service of process is made personally on Jafra Distribution,
Jafra Mexico or on the Subsidiary Guarantors or on a duly appointed
process agent;
(iv) such judgment does not contravene Mexican law, public policy of
Mexico, international treaties or agreements binding upon Mexico or
generally accepted principles of international law;
(v) the applicable procedural requirements under the laws of Mexico
with respect to the enforcement of foreign judgments (including the
issuance of
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letters rogatory by the competent authority of such jurisdiction
requesting enforcement of such judgment and the certification of such
judgment as authentic by the corresponding authorities of such
jurisdiction in accordance with the laws thereof) are complied with;
(vi) the action in respect of which such judgment is rendered is not
the subject matter of a lawsuit among the same parties, pending before a
Mexican court; and
(vii) the courts of such jurisdiction recognize the principles of
reciprocity in connection with the enforcement of Mexican judgments in
such jurisdiction.
8. To ensure the legality, validity, enforceability or admissibility
into evidence of the Indenture, the New Notes, the Jafra Distribution Cross
Guarantee or the Subsidiary Guarantees, it is not necessary that any of them or
any other document be filed, registered or recorded with, or executed or
notarized before, any court or other authority in Mexico, or that any
registration charge or stamp tax paid on or in respect of the Indenture, the New
Notes, the Jafra Distribution Cross Guarantee or the Subsidiary Guarantees, or
any other documents.
9. The Indenture, the New Notes, the Jafra Distribution Cross Guarantee
and the Subsidiary Guarantees are in proper legal form under the laws of Mexico
for the enforcement thereof against Jafra Distribution, Jafra Mexico and the
Subsidiary Guarantors under the laws of Mexico.
The foregoing opinion is subject to the following qualifications:
(a) enforcement of the Indenture, the New Notes, the Jafra
Distribution Cross Guarantee and the Subsidiary Guarantees may be
limited by bankruptcy, insolvency, concurso mercantil, liquidation,
reorganization, moratorium and other laws of general application
relating to or affecting the rights of creditors generally;
(b) in any proceedings brought to the courts of Mexico for the
enforcement of the Indenture, the New Notes, the Jafra Distribution
Cross Guarantee and the Subsidiary Guarantees, or any judgment related
thereto obtained in a foreign jurisdiction against Jafra Distribution,
Jafra Mexico or the Subsidiary Guarantors, a Mexican court would apply
Mexican procedural law in such proceedings;
(c) in the event that proceedings are brought in Mexico seeking
performance of Jafra Distribution's, Jafra Mexico's or any of the
Subsidiary Guarantors' obligations in Mexico, Jafra Distribution, Jafra
Mexico and the Subsidiary Guarantors may discharge their respective
obligations by paying any sums due in a currency other than Mexican
currency, in Mexican currency at the rate of exchange prevailing in
Mexico on the date when payment is made and, therefore, any currency
indemnity provisions of the Indenture may not be enforceable under the
laws of Mexico;
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(d) provisions of the Indenture granting discretionary authority to
the Trustee cannot be exercised in a manner inconsistent with relevant
facts nor defeat any requirements from a competent authority to produce
satisfactory evidence as to the basis of any determination; in addition,
under Mexican law, Jafra Distribution, Jafra Mexico and the Subsidiary
Guarantors will have the right to contest in court any notice or
certificate of the Trustee purporting to be conclusive and binding;
(e) in the event that any legal proceedings are brought to the courts
of Mexico, a Spanish translation of the documents required in such
proceedings prepared by a court-approved translator would have to be
approved by the court after the defendant had been given an opportunity
to be heard with respect to the accuracy of the translation, and
proceedings would thereafter be based upon the translated documents;
(f) under the laws of Mexico labor claims, claims of tax authorities
for unpaid taxes, Social Security quotas and Workers' Housing Fund
quotas, will have priority over claims of holders of the New Notes; and
(g) with respect to provisions contained in the Indenture in
connection with service of process, it should be noted that service of
process by mail does not constitute personal service of process under
Mexican law and, since such service is considered to be a basic
procedural requirement, if for purposes of proceedings outside Mexico
service of process is made by mail, a final judgment based on such
process would not be enforced by the courts of Mexico.
We express no opinion as to any laws other than the laws of Mexico.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading "Legal
Matters" in the Prospectus. In giving such consent, we do not hereby concede
that we are within the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours,
RITCH, HEATHER Y MUELLER, S.C.
/s/ James E. Ritch
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By: James E. Ritch Grande Ampudia,
a partner