Exhibit 5.3
[BRONS & SALAS LETTERHEAD]
March 5, 2004
Sudamericana de Levaduras S.A. de Inversiones
Maipu 1210, 5th Floor
Buenos Aires
ARGENTINA
RE: REGISTRATION STATEMENT REGARDING 10-3/4%
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, and by Burns Philp Capital (U.S.) Inc., a company registered
in Delaware, United States of America (the "ISSUERS"), of US$210 million in
aggregate principal amount of 10-3/4% Senior Subordinated Notes due 2011 (the
"NOTES") and the guarantee of the Notes by Sudamericana de Levaduras S.A. de
Inversiones (the "COMPANY") pursuant to the Indenture (together with the
Guaranty included therein, the "INDENTURE") dated February 20, 2003 among the
Issuers, the guarantors named therein (the "GUARANTORS") and Wells Fargo Bank,
National Association, as trustee.
This opinion is rendered with regard to the registration statement the
Company filed with the Securities and Exchange Commission on July 16, 2003 (File
No. 333-107085) (the "REGISTRATION STATEMENT"), 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
February 12, 2003 among the Issuers, the Guarantors and Credit
Suisse First Boston LLC, as the initial purchaser (the
"INITIAL PURCHASER");
(iii) the registration rights agreement dated February 20, 2003
among the Issuers, the Guarantors and the Initial Purchaser;
(iv) the Offering Document;
2
(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; and
(vii) the Company's Board and shareholders meetings' minutes dated
January 10, 2003, January 22, 2003 and February 14, 2003, and
the validity of the resolutions adopted therein.
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 10-3/4%
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, and by Burns Philp Capital (U.S.) Inc., a company registered
in Delaware, United States of America (the "ISSUERS"), of US$210 million in
aggregate principal amount of 10-3/4% Senior Subordinated Notes due 2011 (the
"NOTES") 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 February 20, 2003 among the Issuers, the
guarantors named therein (the "GUARANTORS") and Wells Fargo Bank, National
Association, as trustee.
This opinion is rendered with regard to the registration statement the
Company filed with the Securities and Exchange Commission on July 16, 2003 (File
No. 333-107085) (the "REGISTRATION STATEMENT"), 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
February 12, 2003 among the Issuers, the Guarantors and Credit
Suisse First Boston LLC, as the initial purchaser (the
"INITIAL PURCHASER");
(iii) the registration rights agreement dated February 20, 2003
among the Issuers, the Guarantors and the Initial Purchaser;
- --------
(1) Copy of Aroztegui & Asoc.'s opinion is attached hereto as annex.
4
(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; and
(vii) the Company's Board and shareholders meetings' minutes dated
January 9, 2003, January 24, 2003 and February 14, 2003, and
the validity of the resolutions adopted therein.
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 10-3/4%
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, and by Burns Philp Capital (U.S.) Inc., a company
registered in Delaware, United States of America (the "ISSUERS"), of US$210
million in aggregate principal amount of 10-3/4% Senior Subordinated Notes due
2011 (the "NOTES") 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 February 20, 2003 among the Issuers, the
guarantors named therein (the "GUARANTORS") and Wells Fargo Bank, National
Association, as trustee.
This opinion is rendered with regard to the registration statement the
Company filed with the Securities and Exchange Commission on July 16, 2003 (File
No. 333-107085) (the "REGISTRATION STATEMENT"), 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
February 12, 2003 among the Issuers, the Guarantors and Credit
Suisse First Boston LLC, as the initial purchaser (the
"INITIAL PURCHASER");
(iii) the registration rights agreement dated February 20, 2003
among the Issuers, the Guarantors and the Initial Purchaser;
(iv) the Offering Document;
6
(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; and
(vii) the Company's Board and shareholders meetings' minutes dated
January 9, 2003, January 24, 2003 and February 14, 2003, and
the validity of the resolutions adopted therein.
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 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