Exhibit 5.5
[LETTERHEAD OF CHANCERY CHAMBERS]
February 26, 2004 Matter No:
Matter No: 2030270
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 acted as Barbados counsel to CanWest Media Inc., a Canadian
corporation (the "Company"), and the parties identified in Schedule A hereto
(the "Barbados Guarantors") in connection with the preparation and filing of the
Registration Statement on Form F-3, 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 the date hereof (the "Registration Statement") pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), relating to the
registration under the Securities Act of US$41,880,457 aggregate principal
amount of the Company's 10 5/8% senior subordinated notes due 2011 (the "Notes")
offered for sale from time to time by the selling security holder identified in
the prospectus forming part of the Registration Statement, and the related
Guarantee (the "Guarantee"), of the Guarantors.
The Notes were issued pursuant to the Indenture (the "Indenture"),
dated as of May 17, 2001, 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).
February 26, 2004 Page 2
Matter No: 2030270
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 officer's certificate (the "Officer's Certificate") dated February 26,
2004, 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 the Company (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 2004 ("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, conformed,
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 check 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 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 is 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.
2. The Indenture has been duly authorized by each Barbados Guarantor in
accordance with the laws of Barbados, and has been duly executed by each
Barbados Guarantor.
February 26, 2004 Page 3
Matter No: 2030270
3. The Guarantee has been duly authorized 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.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and to the use of our name under the caption "Legal
Matters" in the prospectus included therein. 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.
Subject to the foregoing, 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
authorisation. Kaye Scholer LLP may rely on this opinion with respect to matters
governed by Barbados law for purposes of its opinion to you dated on or about
the date hereof.
Yours very truly,
Chancery Chambers
per: /s/ TREVOR A. CARMICHAEL
(Dr.) Trevor A. Carmichael
TAC:rd
February , 2004 Page 4
Matter No: 2030270
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SCHEDULE A
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CANWEST IRISH HOLDINGS (BARBADOS) INC.
CANWEST INTERNATIONAL COMMUNICATIONS INC.
CANWEST INTERNATIONAL MANAGEMENT INC.
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