Exhibit 5.3
[LETTERHEAD OF WALKERS]
4 February 2005
Our Ref: SPA/RAG/D112/B01735
Net Servicos de Comunicacao SA
Rua Verbo Divino, 1356
Sao Paulo-SP-04719-002-Brazil
("NET SERVICOS")
Dear Sirs
JONQUIL VENTURES LIMITED (THE "COMPANY")
We have acted as special legal counsel in the British Virgin Islands in
connection with the filing by Net Servicos, the Company and certain other
subsidiaries of Net Servicos (together with the Company, the "GUARANTORS") at
the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "SECURITIES ACT"), of a registration statement on Form F-4 (File
No. 333-120286) as amended to the date hereof (the "REGISTRATION STATEMENT")
relating to Net Servicos's (i) offer to exchange US$76,593,068 aggregate
principal amount of its 7.0% Senior Secured Notes due 2009 (the "NEW NOTES"),
which have been registered under the Securities Act, and cash, for
US$97,692,000 12 5/8% Senior Guaranteed Notes due 2004 (the "EXISTING NOTES"),
and (ii) solicitation of consents from holders of the Existing Notes to
amendments to certain provisions of the indenture governing the Existing Notes,
dated as of June 18, 1996, pursuant to which the Existing Notes were issued.
The New Notes are to be issued pursuant to an indenture (the "INDENTURE") to be
entered into between Net Servicos, the Guarantors and The Bank of New York as
trustee. The obligations of Net Servicos pursuant to the New Notes are each to
be guaranteed by the Guarantors in accordance with the terms of the guarantee
(the "GUARANTEE") set out in the Indenture.
We have been asked to provide this legal opinion to you with regard to the laws
of the British Virgin Islands in relation to the Registration Statement, the
Indenture and the Guarantee.
For the purposes of giving this opinion, we have examined the documents listed
in Schedule 1 hereto.
In giving this opinion we have relied upon the assumptions set out in Schedule
2 hereto, which we have not independently verified.
WALKERS Page 2
We are British Virgin Islands lawyers and express no opinion as to any laws
other than the laws of the British Virgin Islands in force and as interpreted
at the date hereof.
Based upon the foregoing examinations and assumptions and upon such searches as
we have conducted and having regard to legal considerations which we deem
relevant, and subject to the qualifications set out in Schedule 3 hereto, we
are of the opinion that, under the laws of the British Virgin Islands, as of
the date of this opinion:
1. the Company is a company duly incorporated and validly existing as an
International Business Company in the British Virgin Islands;
2. based solely on the Registered Agent's Certificate and the Certificate
of Good Standing referred to in Schedule 1, the Company is in good
standing under the laws of the British Virgin Islands; and
3. the Company has full corporate power and authority to enter into and
perform and has duly authorised the entry into and performance of its
obligations under each of the Indenture and the Guarantee.
This opinion is limited to the matters referred to herein and shall not be
construed as extending to any other matter or document not referred to herein.
This opinion is given solely for your benefit and the benefit of your legal
advisers acting in that capacity in relation to this transaction and may not be
relied upon by any other person without our prior written consent. Debevoise &
Plimpton LLP, special New York counsel to Net Servicos, is permitted to rely on
this opinion as if it were addressed to them.
We consent to the use of this opinion as an Exhibit to the Registration
Statement and to the reference to our firm under the heading "Legal Matters"
therein. In giving such consent, we do not hereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act.
This opinion shall be construed in accordance with the laws of the British
Virgin Islands.
Yours faithfully
/s/ Walkers
WALKERS
WALKERS Page 3
SCHEDULE 1
LIST OF DOCUMENTS EXAMINED
--------------------------
1. The Certificate of Incorporation and Memorandum and Articles of
Association of the Company as registered on 19 December 1995;
2. a search of the public records of the Company on file and available for
inspection at the Registry of Corporate Affairs on 4 February 2005;
3. a Certificate of Good Standing dated 12 January 2005 in respect of the
Company issued by the Registry of Corporate Affairs (the "CERTIFICATE
OF GOOD STANDING");
4. the certificate issued by the Registered Agent of the Company in the
British Virgin Islands dated 4 February 2005 (the "REGISTERED AGENT'S
CERTIFICATE");
5. a copy of executed written resolutions of the Board of Directors of the
Company dated 14 January 2005 (the "RESOLUTIONS");
6. a draft copy of the Registration Statement; and
7. a draft copy of the Indenture.
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SCHEDULE 2
ASSUMPTIONS
-----------
The opinions hereinbefore given are based upon the following assumptions:
1. All original documents are authentic, all signatures and seals are
genuine, all documents purporting to be sealed have been so sealed,
that all copies are complete and conform to their original or are a
true translation of the originals. All documents conform in every
material respect to the latest drafts of the same produced to us and,
where provided in successive drafts, have been marked-up to indicate
all changes to such documents.
2. The Registered Agent's Certificate is true and accurate as at the date
of this letter.
3. The copy of the Certificate of Incorporation and of the Memorandum and
Articles of Association of the Company and other documents received by
us are true and correct copies of the originals of the same.
4. The Resolutions remain in effect and have not been revoked or varied by
the directors of the Company as at the date of this letter.
WALKERS Page 5
SCHEDULE 3
QUALIFICATIONS
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To maintain the Company in good standing under the laws of the British Virgin
Islands, annual filing fees must be paid to the Registrar of Corporate Affairs.