Exhibit 5.16
Bell Gully
Royal & SunAlliance Centre
48 Shortland Street
P O Box 4199
Auckland New Zealand
Telephone 64 9 916 8800
Facsimile 64 9 916 8801
www.bellgully.com
DX CP 20509
[BELL GULLY LETTERHEAD] BARRISTERS AND SOLICITORS
Each Company listed in the Schedule
Contact Murray King
Direct line 64 9 916 8971
Email murray.king@bellgully.com
Matter no. 02-285-8308
March 5, 2004
Dear Sirs
9-3/4% SERIES B SENIOR SUBORDINATED NOTES DUE 2012
1. INTRODUCTION
1.1 We have acted as special New Zealand counsel to GF Finance (N.Z.) Limited,
Goodman Fielder Milling & Baking New Zealand Limited, Goodman Fielder New
Zealand Limited, Meadow Lea Foods Limited, NZ Margarine Holdings Limited
and Quality Bakers New Zealand Limited (the GOODMAN FIELDER SUBSIDIARIES)
and Goodman Finance Limited (together, the COMPANIES), 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
Subordinated 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 Subordinated Notes due 2012 (the OLD
NOTES), as described in the Registration Statement on Form F-4 relating to
the Exchange Offer (as amended or supplemented, the Registration
Statement), initially filed with the United States Securities and Exchange
Commission (the COMMISSION) on 9 August 2002.
1.2 The Old Notes were issued, and the Exchange Notes are proposed to be
issued, under an indenture dated as of 21 June 2002 (the INDENTURE), among
the Issuer, Burns Philp and certain subsidiaries of Burns Philp (together
with each of the Companies, the SUBSIDIARY GUARANTORS) and The Bank of New
York, a New York banking corporation, as Trustee (the TRUSTEE).
1.3 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 each of
the Subsidiary Guarantors on a senior subordinated basis. Capitalised
terms used but not defined herein shall have the meanings assigned thereto
in the Indenture.
1.4 The Indenture is an exhibit to the Registration Statement.
1.5 For the purposes of this opinion, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of such documents,
corporate records and other instruments as we have deemed necessary or
appropriate for the purposes of this opinion, including:
(a) the Supplemental Indenture dated 7 February 2003 between Goodman
Finance Limited (previously Burns Philp Finance New Zealand
Limited), the Additional Subsidiary Guarantors (as defined therein),
the Issuer, the Existing Subsidiary Guarantors (as defined therein)
and the Trustee;
(b) the Supplemental Indenture dated 11 February 2004 between the
Goodman Fielder Subsidiaries, the Issuer, the Existing Subsidiary
Guarantors (as defined therein) and the Trustee;
(c) certificate dated 5 March 2004 given by a director of Goodman
Finance Limited;
(d) certificate dated 5 March 2004 given by a director of each of the
Goodman Fielder Subsidiaries;
(e) a copy of the constitution, and certain other filed documents of
each of the Companies as disclosed in an online search of the public
records of the Company on 23 May 2003, 4 June 2003, 16 June 2003 and
updated on 3 March 2004;
(f) power of attorney dated 14 January 2003 given by Goodman Finance
Limited (previously BPCNZ1 Limited) to the persons named therein for
the purposes specified therein;
(g) power of attorney dated 2 February 2004 given by each of the Goodman
Fielder Subsidiaries to the persons named therein for the purposes
specified therein.
The documents described in (a) and (b) above are together referred to as
the RELEVANT DOCUMENTS. The documents described in (c) and (d) above are
together referred to as the OFFICER'S CERTIFICATES;
In rendering such opinion, we have relied as to factual matters upon the
representations, warranties and other statements made in the Indenture.
2. SCOPE OF OPINION
This opinion:
(a) relates solely to New Zealand law in force on the date of this
opinion;
(b) is given on the basis that it will be construed in accordance with
New Zealand law; and
(c) relates solely to matters of law.
3. ASSUMPTIONS
In our examination, we have assumed, without any independent verification:
(a) the authenticity of all signatures, seals and markings on, and the
authenticity, completeness and conformity to the original of, the
copy and counterpart documents examined by us;
(b) that each paragraph of each of the Officer's Certificates is and
remains complete and accurate in all respects, and is not
misleading, other than the paragraph in relation to due execution;
and
(c) that the information obtained from the searches referred to in
paragraph 1.5(e) is complete, accurate and up-to-date.
4. OPINION
Based upon the foregoing, and subject to the exceptions, qualifications,
limitations and assumptions herein set forth, we are of the opinion that:
(a) each of the Companies is duly incorporated and is a registered
company under the Companies Act 1993 of New Zealand;
(b) each of the Companies has full power and authority, and all
necessary regulatory and statutory consents and approvals to execute
and perform its obligations under each of the Relevant Documents to
which it is a party;
(c) the execution by each of the Companies of, and the performance by
each of the Companies of its obligations under, the Relevant
Documents has been duly authorised by all requisite corporate action
on the part of the Companies in relation to each of the Relevant
Documents to which it is a party;
(d) each Company has executed each of the Relevant Documents to which it
is a party in accordance with the Companies Act 1993; and
(e) the execution by each of the Companies of, and performance by each
of the Companies of its obligations under, each of the Relevant
Documents, and compliance by each of the Companies with all of the
provisions thereof, will not result in a breach or violation of:
(i) any of the terms and provisions of, or constitute a default
under, any statute, any rule, regulation or, any order of any
governmental agency or body or any court of New Zealand having
jurisdiction over the Companies or any of their properties; or
(ii) the constitution of the relevant Company.
5. RELIANCE AND FILING
5.1 We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference made to this firm under the
heading "Legal Matters" in 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
the rules and regulations of the Commission thereunder.
5.2 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.
5.3 This opinion is addressed to you personally for the purposes of the
Relevant Documents. This opinion may not, without our prior written
consent, be:
(a) relied on by or disclosed to another person (other than existing
holders of, or potential investors in, the Exchange Notes); or
(b) relied on for another purpose; or
(c) (other than in the circumstances set forth in paragraph 5.1 above)
filed with a government or other agency or other person quoted or
referred to in a public document.
Notwithstanding the foregoing, Dewey Ballantine LLP may rely on this opinion
with respect to matters of New Zealand law for the purposes of its opinion filed
as an exhibit to the Registration Statement, as if the opinion had been
addressed to it.
This opinion is strictly limited to the matters stated in it. It does not apply
by implication to other matters.
Yours faithfully
BELL GULLY
/s/ Bell Gully