Exhibit 5.13
POSADAS, POSADAS & VECINO
March 5, 2004
FLODDEN S.A.
Yaguaron 1407 Of. 607
Montevideo - Uruguay
Ladies and Gentlemen:
Re: 10 3/4% Series B Senior Subordinated Notes Due 2011
We have acted as special Uruguayan counsel to FLODDEN S.A., a Uruguayan
corporation (the "Company"), 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 their existing 10 3/4% Senior Subordinated Notes Due 2011 (the "Old Notes"),
as described in the Registration Statement on Form F-4 (File No. 333-107085)
relating to the Exchange Offer (as amended or supplemented, the "Registration
Statement"), initially filed with the United States Securities and Exchange
Commission on July 16, 2003. The Old Notes were issued, and the Exchange Notes
are proposed to be issued, under an indenture dated as of February 20, 2003 (the
"Indenture"), among the Issuers, Burns Philp and certain subsidiaries of Burns
Philp (together with the Company, the "Subsidiary Guarantors") and Wells Fargo
Bank, National Association, as Trustee (the "Trustee"). 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 the Company and the Subsidiary Guarantors on a
senior subordinated basis, under the Indenture (the "Guarantee"). The Indenture
is an exhibit to the Registration Statement.
We have examined originals, or copies certified or otherwise identified
to our satisfaction, of the Indenture and the Minutes of a Meeting of Directors,
(the "Relevant Documents"), as in our judgment are necessary or appropriate to
enable us to render the opinion expressed below. In rendering such opinion, we
have relied as to factual matters upon the representations, warranties and other
statements made in the Relevant Documents.
In our examination, we have assumed, (i) the genuineness of all
signatures (ii) the authenticity of all documents submitted to us as originals,
and (iii) the conformity to the original documents of all documents submitted as
conformed, facsimile or photostatic copies.
Based upon the foregoing, and subject to the exceptions,
qualifications, limitations and assumptions herein set forth, we are of the
opinion that: (i) the execution and delivery of, and the performance by the
Company of its obligations under, the Indenture has been duly authorized by all
requisite corporate action of the part of the Company; (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) the Indenture has
been duly executed and delivered by the Company;
(iv) the execution, delivery and performance by the Company of the Indenture did
not and will not violate in any respect any existing provision of any law of
Uruguay or the Company's constitution; and (v) the Company is duly incorporated
and is an existing corporation in good standing under the laws of Uruguay.
In rendering the foregoing opinion, we express no opinion, directly or
indirectly, as to laws other than the laws of Uruguay. 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.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference 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 of 1933, as amended, or the rules
and regulations of the Securities and Exchange Commission thereunder, Dewey
Ballantine LLP may rely on our opinion with respect to matters of the laws of
Uruguay for purposes of its opinion filed as an exhibit to the Registration
Statement, as if our opinion has been addressed to it.
Very truly yours,
/s/ Eduardo A. Ferrari
---------------------------------
POSADAS, POSADAS & VECINO
Eduardo A. Ferrari
2
POSADAS, POSADAS & VECINO
March 5, 2004
GREENSTED S.A.
Juncal 1327 Of. 2201
Montevideo - Uruguay
Ladies and Gentlemen:
Re: 10 3/4% Series B Senior Subordinated Notes Due 2011
We have acted as special Uruguayan counsel to GREENSTED S.A., a
Uruguayan corporation (me "Company"), in connection with the offer to exchange
(the "Exchange Offer") by Burns Philp Capita] 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 their existing 10 3/4% Senior Subordinated Notes Due 2011 (the "Old
Notes"), as described in the Registration Statement on Form F-4 (File No.
333-107085) relating to the Exchange Offer (as amended or supplemented, the
"Registration Statement"), initially filed with the United States Securities and
Exchange Commission on July 16, 2003. The Old Notes were issued, and the
Exchange Notes are proposed to be issued, under an indenture dated as of
February 20, 2003 (the "Indenture"), among the Issuers, Burns Philp and certain
subsidiaries of Burns Philp (together with the Company, the "Subsidiary
Guarantors") and Wells Fargo Bank, National Association, as Trustee (the
"Trustee"). 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 Note. The Old Notes are, and the
Exchange Notes will be, fully and unconditionally guaranteed by the Company and
the Subsidiary Guarantors on a senior subordinated basis, under the Indenture
(the "Guarantee"). The Indenture is an exhibit to the Registration Statement.
We have examined originals, or copies certified or otherwise identified
to our satisfaction, of the Indenture and the Minutes of a Meeting of Directors,
(the "Relevant Documents"), as in our judgment are necessary or appropriate to
enable us to render the opinion expressed below. In rendering such opinion, we
have relied as to factual matters upon the representations, warranties and other
statements made in the Relevant Documents.
In our examination, we have assumed, (i) the genuineness of all
signatures (ii) the authenticity of all documents submitted to us as originals,
and (iii) the conformity to the original documents of all documents submitted as
conformed, facsimile or photostatic copies.
Based upon the foregoing, and subject to the exceptions,
qualifications, limitations and assumptions herein set forth, we are of the
opinion that: (i) the execution and delivery of, and the performance by the
Company of its obligations under, the Indenture has been duly authorized by all
requisite corporate action of the part of the Company; (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) the Indenture has
been duly executed and delivered by the Company:
(iv) the execution, delivery and performance by the Company of the Indenture did
not and will not violate in any respect any existing provision of any law of
Uruguay or the Company's constitution: and (v) the Company is duly incorporated
and is an existing corporation in good standing under the laws of Uruguay.
In rendering the foregoing opinion, we express no opinion, directly or
indirectly, as to laws other than the laws of Uruguay. 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.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference 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 of 1933, as amended, or the rules
and regulations of the Securities and Exchange Commission thereunder. Dewey
Ballantine LLP may rely on our opinion with respect to matters of the laws of
Uruguay for purposes of its opinion filed as an exhibit to the Registration
Statement, as if our opinion has been addressed to it.
Very truly yours
/s/ Eduardo A. Ferrari
---------------------------------
POSADAS, POSADAS & VECINO
Eduardo A. Ferrari
2