Exhibit 5.3
[BRONS & SALAS LETTERHEAD]
March 5, 2004
Sudamericana de Levaduras S.A.
Marcelo T. de Alvear 624, 1st Floor
Buenos Aires
ARGENTINA
RE: REGISTRATION STATEMENT REGARDING SERIES B SENIOR
SUBORDINATED NOTES AND RELATED GUARANTIES
Dear Sirs:
We have acted as your special counsel in connection with the
issuance by Burns Philp Capital Pty. Limited, a company registered in the
Australian Capital Territory, of US$400 million in aggregate principal amount of
9 3/4% Senior Subordinated Notes due 2012 and the guarantee of the Notes by
Sudamericana de Levaduras S.A. (the "COMPANY") pursuant to the Indenture
(together with the Guaranty included therein, the "INDENTURE") dated June 21,
2002 among the Issuer, the guarantors named therein and The Bank of New York,
as trustee.
This opinion is rendered with regard to the Registration Statement
on Form F-4 that the Company filed with the Securities and Exchange Commission
on August 9, 2002 (File No. 333-98141), in order to register Series B Senior
Subordinated Notes and related guaranties.
For the purpose 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 purposes of this opinion, including:
(i) the Indenture;
(ii) the purchase agreement (the "PURCHASE AGREEMENT") dated June
14, 2002 among the Issuer, the Guarantors and Credit Suisse
First Boston Corporation and TD Securities (USA) Inc., as the
initial purchasers (the "INITIAL PURCHASERS");
(iii) the registration rights agreement dated June 21, 2002 among
the Issuer, the Guarantors and the Initial Purchasers;
(iv) the Offering Document;
(v) the form of global note issued by the Issuer pursuant to the
Indenture and the Purchase Agreement;
(vi) the Company's by-laws and amendments thereof, and the
corporate records;
2
(vii) the Company's Board meeting's minute dated June 12, 2002, and
the validity of the resolutions adopted therein;
(viii) the Company's shareholders meeting's minute dated June 12,
2002, and the validity of the resolutions adopted therein;
and
(ix) a draft of the registration statement regarding Series B
Senior Subordinated Notes and related guaranties (the
"Registration Statement").
We are of the opinion (i) that the Company is a corporation duly
organized, validly existing and in good standing under the laws of Argentina;
(ii) that the Company has full power and authority, and all necessary consents
and approvals to execute, deliver and perform its obligations under the
Indenture; (iii) that the Indenture has been duly executed and delivered by the
Company; and (iv) that the execution and delivery of, and the performance by the
Company of its obligations under the Indenture, does not violate, conflict with
or result in the breach of any provision of its articles of incorporation or
by-laws nor results in the violation of any laws applicable to the Company.
Additionally, we consent the Company's filing of this opinion as an
exhibit to the Registration Statement filed with the Securities and Exchange
Commission and to the reference therein to our name under the caption "Legal
Matters".
Finally, Dewey Ballantine LLP may rely on our opinion with respect
to matters of Argentinean law for purposes of its opinion filed as an exhibit to
the Registration Statement, as if our opinion had been addressed to it.
Yours sincerely,
/s/ Eduardo E. Represas
Eduardo E. Represas
[BRONS & SALAS LETTERHEAD]
March 5, 2004
Levadura Uruguaya S.A.
Carlos A. Lopez 7547
Montevideo
URUGUAY
RE: REGISTRATION STATEMENT REGARDING SERIES B SENIOR
SUBORDINATED NOTES AND RELATED GUARANTIES
Dear Sirs:
We have acted as your special counsel in connection with the
issuance by Burns Philp Capital Pty. Limited, a company registered in the
Australian Capital Territory, of US$400 million in aggregate principal amount
of 9 3/4% Senior Subordinated Notes due 2012 and the guarantee of the Notes by
Levadura Uruguaya S.A. (the "COMPANY") pursuant to the Indenture (together with
the Guaranty included therein, the "INDENTURE") dated June 21, 2002 among the
Issuer, the guarantors named therein and The Bank of New York, as trustee.
This opinion is rendered with regard to the Registration Statement
on Form F-4 that the Company filed with the Securities and Exchange Commission
on August 9, 2002 (File No. 333-98141), in order to register Series B Senior
Subordinated Notes and related guaranties.
For the purpose of this opinion, we have requested the necessary
information and legal advise from our Uruguayan correspondent lawyers (Aroztegui
& Asoc.)(1), and 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 purposes of this
opinion, including:
(i) the Indenture;
(ii) the purchase agreement (the "PURCHASE AGREEMENT") dated June
14, 2002 among the Issuer, the Guarantors and Credit Suisse
First Boston Corporation and TD Securities (USA) Inc., as the
initial purchasers (the "INITIAL PURCHASERS");
(iii) the registration rights agreement dated June 21, 2002 among
the Issuer, the Guarantors and the Initial Purchasers;
(iv) the Offering Document;
(v) the form of global note issued by the Issuer pursuant to the
Indenture and the Purchase Agreement;
- ----------
(1) Copy of Aroztegui & Asoc.'s opinion is attached hereto as annex.
2
(vi) the Company's by-laws and amendments thereof, and the
corporate records;
(vii) the Company's Board meeting's minute dated June 11, 2002, and
the validity of the resolutions adopted therein;
(viii) the Company's shareholders meeting's minute dated June 11,
2002, and the validity of the resolutions adopted therein;
and
(ix) a draft of the registration statement regarding Series B
Senior Subordinated Notes and related guaranties (the
"Registration Statement").
We are of the opinion (i) that the Company is a corporation duly
organized, validly existing and in good standing under the laws of Uruguay; (ii)
that the Company has full power and authority, and all necessary consents and
approvals to execute, deliver and perform its obligations under the Indenture;
(iii) that the Indenture has been duly executed and delivered by the Company;
and (iv) that the execution and delivery of, and the performance by the Company
of its obligations under the Indenture, does not violate, conflict with or
result in the breach of any provision of its articles of incorporation or
by-laws nor results in the violation of any laws applicable to the Company.
Additionally, we consent the Company's filing of this opinion as an
exhibit to the Registration Statement filed with the Securities and Exchange
Commission and to the reference therein to our name under the caption "Legal
Matters".
Finally, Dewey Ballantine LLP may rely on our opinion with respect
to matters of Uruguayan law for purposes of its opinion filed as an exhibit to
the Registration Statement, as if our opinion had been addressed to it.
Yours sincerely,
/s/ Eduardo E. Represas
Eduardo E. Represas
[AROZTEGUI & ASOC. LETTERHEAD]
March 5, 2004
Brons & Salas
Maipu 1210, 5th Floor
Buenos Aires
ARGENTINA
RE: REGISTRATION STATEMENT REGARDING SERIES B SENIOR
SUBORDINATED NOTES AND RELATED GUARANTIES
Dear Sirs:
We have acted as your Uruguayan advisers in connection with the
issuance by Burns Philp Capital Pty. Limited, a company registered in the
Australian Capital Territory, of US$400 million in aggregate principal amount of
9 3/4% Senior Subordinated Notes due 2012 and the guarantee of the Notes by the
Company pursuant to the Indenture (together with the Guaranty included therein,
the "INDENTURE") dated June 21, 2002 among the Issuer, the guarantors named
therein and The Bank of New YORK, as trustee.
This opinion is rendered with regard to the registration statement
on Form F-4 that Levadura Uruguaya S.A. (the "COMPANY") filed with the
Securities and Exchange Commission on August 9, 2002 (File No. 333-98141) in
order to register Series B Senior Subordinated Notes and related guaranties.
For the purpose of this opinion, we have examned 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 purposes of this opinion, including:
(i) the Indenture;
(ii) the purchase agreement (the "PURCHASE AGREEMENT") dated June
14, 2002 among the Issuer, the Guarantors and Credit Suisse
First Boston Corporation and TD Securities (USA) Inc., as the
initial purchasers (the "INITIAL PURCHASERS");
(iii) the registration rights agreement dated June 21, 2002 among
the Issuer, the Guarantors and the Initial Purchasers;
(vi) the Offering Document;
(v) the form of global note issued by the Issuer pursuant to the
Indenture and the Purchase Agreement;
(vi) the Company's by-laws and amendments thereof, and the
corporate records;
(vii) the Company's Board meeting's minute dated June 11, 2002, and
the validity of the resolutions adopted therein;
2
(viii) the Company's shareholders meeting's minute dated June 11,
2002, and the validity of the resolutions adopted therein;
and
(ix) a draft of the registration statement regarding Series B
Senior Subordinated Notes and related guaranties (the
"Registration Statement").
We are of the opinion (i) that the Company is a corporation duly
organized, validly existing and in good standing under the laws of Uruguay; (ii)
the Company has full power and authority, and all necessary consents and
approvals to execute, deliver and perform its obligations under the Indenture;
(iii) that the Indenture has been duly executed and delivered by the Company;
and (iv) that the execution and delivery of, and the performance by the Company
of its obligations under the Indenture, does not violate, conflict with or
result in the breach of any provision of its articles of incorporation or
by-laws nor results in the violation of any laws applicable to the Company.
Additionally, we consent your affixing this opinion to that to be
rendered by you to the Company which - in turn - the latter shall file as an
exhibit to the Registration Statement filed with the Securities and Exchange
Commission and to the reference therein to our name under the caption "Legal
Matters".
Finally, Dewey Ballantine LLP may rely on our opinion with respect
to matters of Uruguayan law for purposes of its opinion filed as an exhibit to
the Registration Statement, as if our opinion had been addressed to it.
Yours sincerely,
/s/ Cesar I. Aroztegui
Cesar I. Aroztegui