EXHIBIT 5.8
[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
5 March 2004
Dear Sirs
10-3/4% SERIES B SENIOR SUBORDINATED NOTES DUE 2011
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 Burns Philp (New Zealand) Limited, New
Zealand Food Industries Limited and Goodman Finance Limited (previously
Burns Philp Finance New Zealand Limited) (together, the COMPANIES), in
connection with the offer to exchange (the EXCHANGE OFFER) by Burns
Philp Capital Pty Limited, an Australian corporation and Burns Philp
Capital (U.S.) Inc., a Delaware Corporation (the ISSUERS) and each a
wholly owned subsidiary of Burns, Philp & Company Limited (BURNS
PHILP), of U.S.$210,000,000 aggregate principal amount of 10-3/4%
Series B Senior Subordinated Notes due 2011 (the EXCHANGE NOTES) which
are being registered under the Securities Act of 1933, as amended (the
SECURITIES ACT), for its existing 10-3/4% Senior Subordinated Notes due
2011 (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 16 July 2003.
1.2 The Old Notes were issued, and the Exchange Notes are proposed to be
issued, under an indenture dated as of 20 February 2003 (the
INDENTURE), among the Issuers, Burns Philp and certain subsidiaries of
Burns Philp (together with each of the Companies, the SUBSIDIARY
GUARANTORS) and Wells Fargo Bank, National Association, 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 Indenture;
(b) the Supplemental Indenture dated 11 February 2004 between the
Goodman Fielder Subsidiaries, the Issuers, the Existing
Subsidiary Guarantors (as defined therein) and the Trustee;
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(c) certificate dated 5 March 2004 given by a director of each of
Burns Philp (New Zealand) Limited, New Zealand Food Industries
Limited and Goodman Finance Limited (previously Burns Philp
Finance New Zealand 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 each of the Companies on 23 May 2003, 4
June 2003, 16 June 2003 and updated on 3 March 2004;
(f) a power of attorney dated 14 January 2003 given by each of
Burns Philp (New Zealand) Limited, New Zealand Food Industries
Limited and Goodman Finance Limited (previously BPCNZ1
Limited) to the persons named therein for the purposes
specified therein; and
(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 Relevant Documents.
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 Officer's Certificate 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:
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(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 they are a party;
(d) each Company has executed each Relevant Document to which it
is 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.
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Yours faithfully
/s/ Bell Gully
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BELL GULLY
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