Exhibit 5.2
DEWEY BALLANTINE LLP
1301 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019-6092
TEL 212 259-8000 FAX 212 259-6333
November 4, 2005
Platinum Underwriters Holdings, Ltd.
69 Pitts Bay Road
Pembroke, HM 08
Bermuda
Platinum Underwriters Finance, Inc.
2 World Financial Center
225 Liberty Street, Suite 2300
New York, NY 10281
Ladies and Gentlemen:
We have acted as counsel for Platinum Underwriters Holdings, Ltd., a
company existing under the laws of Bermuda (the "Company" or "Platinum
Holdings"), and Platinum Underwriters Finance, Inc., a company incorporated
under the laws of the State of Delaware ("Platinum Finance"), in connection with
the filing by the Company and Platinum Finance with the United States Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), of a Registration Statement on Form S-3 (Reg.
No. 333-129182), to which this opinion and consent are related (the
"Registration Statement"), with respect to the registration of up to
$750,000,000 of securities of the Company and Platinum Finance, consisting of
the Company's senior and subordinated debt securities ("Platinum Holdings Debt
Securities") and Platinum Finance's senior and subordinated debt securities
("Platinum Finance Debt Securities" and, together with the Platinum Holdings
Debt Securities, the "Debt Securities") which will be unconditionally guaranteed
by the Company (the "Guarantees"); the Company's common shares, par value $0.01
per share (the "Common Shares"); the Company's preferred shares, par value $0.01
per share (the "Preferred Shares"); depositary shares representing fractional
interests in the Common Shares and Preferred Shares (the "Depositary Shares");
warrants to purchase Common Shares (the "Common Share Warrants"); warrants to
purchase Preferred Shares (the "Preferred Share Warrants"); warrants to purchase
Platinum Holdings Debt Securities (the "Debt Warrants," and together with the
Common Share Warrants and Preferred Share Warrants, the "Warrants"); purchase
contracts (the "Purchase Contracts") and purchase units (the "Purchase Units").
The Debt Securities, Guarantees, Common Shares, Preferred Shares, Depositary
Shares, Warrants, Purchase Contracts and Purchase Units are herein referred to
collectively as the "Securities." The Securities may be issued and sold from
time to time after the Registration Statement becomes effective.
The Platinum Holdings Debt Securities may be issued under a Senior
Indenture, between the Company, as Issuer, and JPMorgan Chase Bank, N.A., as
Trustee (the "Platinum
NEW YORK WASHINGTON, D.C. LOS ANGELES EAST PALO ALTO HOUSTON AUSTIN
LONDON WARSAW FRANKFURT MILAN ROME BEIJING
Platinum Underwriters Holdings, Ltd.
November 4, 2005
Page 2
Holdings Senior Indenture") or a Subordinated Indenture (the "Platinum Holdings
Subordinated Indenture" and, together with the Platinum Holdings Senior
Indenture, the "Platinum Holdings Indentures"). Certain terms of the Platinum
Holdings Debt Securities will be established by or pursuant to resolutions of
the Board of Directors of the Company or a duly authorized committee thereof as
part of the corporate action taken and to be taken relating to the issuance of
the Platinum Holdings Debt Securities.
The Platinum Finance Debt Securities and the Guarantees may be issued
under a Senior Indenture, among Platinum Finance, as Issuer, the Company, as
Guarantor, and JPMorgan Chase Bank, N.A., as Trustee (the "Platinum Finance
Senior Indenture") or a Subordinated Indenture (the "Platinum Finance
Subordinated Indenture" and, together with the Platinum Finance Senior
Indenture, the "Platinum Finance Indentures"). The Platinum Holdings Senior
Indenture and the Platinum Finance Senior Indenture shall be referred to
collectively as the "Senior Indentures"; the Platinum Holdings Indentures and
the Platinum Finance Indentures shall be referred to collectively as the
"Indentures." Certain terms of the Platinum Finance Debt Securities will be
established by or pursuant to resolutions of the Board of Directors of Platinum
Finance or a duly authorized committee thereof as part of the corporate action
taken and to be taken relating to the issuance of the Platinum Finance Debt
Securities. Certain terms of the Guarantees will be established by or pursuant
to resolutions of the Board of Directors of the Company or a duly authorized
committee thereof as part of the corporate action taken and to be taken relating
to the issuance of the Guarantees.
The Warrants may be issued pursuant to the terms of one or more warrant
agreements (the "Warrant Agreements") to be entered into prior to the issuance
of the Warrants, with certain terms of the Warrants to be established by or
pursuant to resolutions of the Board of Directors of the Company or a duly
authorized committee thereof as part of the corporate action taken and to be
taken relating to the issuance of the Warrants.
The receipts evidencing the Depositary Shares (the "Receipts") may be
issued pursuant to the terms of one or more deposit agreements (the "Deposit
Agreements") to be entered into prior to the issuance of the Receipts, with
certain terms of the Receipts to be established by or pursuant to resolutions of
the Board of Directors of the Company or a duly authorized committee thereof as
part of the corporate action taken and to be taken relating to the issuance of
the Receipts.
In connection therewith, we have examined (a) the Registration
Statement, (b) the Senior Indentures and Subordinated Indentures, (c) the
forms of the senior notes and subordinated notes included in the Senior
Indentures and Subordinated Indentures, respectively and (d) the forms of
Guarantees included in the Platinum Finance Indentures. In addition, we have
examined the originals (or copies certified or otherwise identified to our
satisfaction) of such other agreements, instruments, certificates, documents
and records and have reviewed such questions of law and made such inquiries as
we have deemed necessary or appropriate for the purposes of the opinions
rendered herein.
In such examination, we have assumed, without inquiry, the legal
capacity of all natural persons, the genuineness of all signatures on all
documents examined by us, the authenticity of all documents submitted to us as
originals, the conformity to the original documents of all such documents
submitted to us as copies and the authenticity of the
Platinum Underwriters Holdings, Ltd.
November 4, 2005
Page 3
originals of such latter documents. We have also assumed that the books and
records of each of the Company and Platinum Finance are maintained in accordance
with proper corporate procedures. As to any facts material to our opinions, we
have, when relevant facts were not independently established, relied upon the
aforesaid agreements, instruments, certificates, documents and records and upon
statements and certificates of officers and representatives of each of the
Company and Platinum Finance and public officials.
Based upon the foregoing, and subject to the limitations, qualifications
and assumptions stated herein, we are of the opinion that:
1. Assuming that (i) the Platinum Holdings Indentures, any Platinum
Holdings Debt Securities and any supplemental indenture to be
entered into in connection with the issuance of such Platinum
Holdings Debt Securities have been duly and properly authorized;
(ii) the Registration Statement has become effective under the
Securities Act; (iii) the Platinum Holdings Indentures and any
applicable supplemental indentures have been duly executed and
delivered by each party thereto; (iv) the terms of such Platinum
Holdings Debt Securities and of their issuance and sale have been
duly established in conformity with the applicable Platinum Holdings
Indenture and any applicable supplemental indenture relating to such
Platinum Holdings Debt Securities and are such that they do not
violate any applicable law, rule or regulation or result in a
default under or breach of any agreement or instrument binding upon
the Company and comply with any requirement or restriction imposed
by any court or governmental or regulatory body having jurisdiction
over the Company; and (v) such Platinum Holdings Debt Securities
have been duly executed and authenticated in accordance with the
applicable Platinum Holdings Indenture and any applicable
supplemental indenture relating to such Platinum Holdings Debt
Securities and duly issued and delivered by the Company in the
manner contemplated in the Registration Statement and any prospectus
supplement relating thereto, and paid for by any purchaser or
underwriter or similar person in accordance with the underwriting
agreement, purchase agreement or similar agreement relating to such
Platinum Holdings Debt Securities, such Platinum Holdings Debt
Securities will constitute valid and binding obligations of the
Company enforceable in accordance with their terms, subject to
applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium, rehabilitation, fraudulent transfer or
similar laws affecting the enforcement of creditors' rights
generally, to general principles of equity, regardless of whether
such principles are considered in a proceeding in equity or at law,
and to an implied covenant of good faith and fair dealing.
2. Assuming that (i) the Platinum Finance Indentures, any Platinum
Finance Debt Securities and related Guarantees and any supplemental
indenture to be entered into in connection with the issuance of such
Platinum Finance Debt Securities and related Guarantees, have been
duly and properly authorized; (ii) the Registration Statement has
become effective under the Securities Act; (iii) the Platinum
Finance Indentures and any applicable supplemental indentures have
been duly executed and delivered by each party thereto; (iv) the
terms of such Platinum Finance Debt Securities and related
Guarantees and of their issuance and sale have been duly established
in conformity with the applicable Platinum Finance Indenture and any
applicable supplemental
Platinum Underwriters Holdings, Ltd.
November 4, 2005
Page 4
indenture relating to such Platinum Finance Debt Securities and
related Guarantees and are such that they do not violate any
applicable law, rule or regulation or result in a default under or
breach of any agreement or instrument binding upon the Company and
comply with any requirement or restriction imposed by any court or
governmental or regulatory body having jurisdiction over Platinum
Finance or the Company; and (v) such Platinum Finance Debt
Securities and related Guarantees have been duly executed and
authenticated in accordance with the applicable Platinum Finance
Indenture and any applicable supplemental indenture relating to such
Platinum Finance Debt Securities and related Guarantees, and the
Platinum Finance Debt Securities are duly issued and delivered by
Platinum Finance and the related Guarantees are duly issued and
delivered by the Company in the manner contemplated in the
Registration Statement and any prospectus supplement relating
thereto, and paid for by any purchaser or underwriter or similar
person in accordance with the underwriting agreement, purchase
agreement or similar agreement relating to such Platinum Finance
Debt Securities and related Guarantees, then (a) such Platinum
Finance Debt Securities will constitute valid and binding
obligations of Platinum Finance enforceable in accordance with their
terms, subject to applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium, rehabilitation, fraudulent
transfer or similar laws affecting the enforcement of creditors'
rights generally, to general principles of equity, regardless of
whether such principles are considered in a proceeding in equity or
at law, and to an implied covenant of good faith and fair dealing,
and (b) any such related Guarantees will constitute a valid and
binding obligation of the Company enforceable in accordance with its
terms, subject to applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium, rehabilitation, fraudulent
transfer or similar laws affecting the enforcement of creditors'
rights generally, to general principles of equity, regardless of
whether such principles are considered in a proceeding in equity or
at law, and to an implied covenant of good faith and fair dealing.
3. Assuming that (i) the Warrants have been duly and properly
authorized, executed and delivered; (ii) the Registration Statement
has become effective under the Securities Act; (iii) the applicable
Warrant Agreement and warrant certificate have been duly and
properly authorized, executed and delivered by each party thereto
and their terms do not violate any applicable law, rule or
regulation or result in a default under or breach of any agreement
or instrument binding upon the Company and comply with any
requirement or restriction imposed by any court or governmental or
regulatory body having jurisdiction over the Company; (iv) such
Warrants have been duly executed and authenticated in accordance
with the applicable Warrant Agreement and warrant certificate
relating to such Warrants and duly issued and delivered by the
Company in the manner contemplated in the Registration Statement and
any prospectus supplement relating thereto, and paid for by any
purchaser or underwriter or similar person in accordance with the
underwriting agreement, purchase agreement or similar agreement
relating to such Warrants; and (v) in the case of Common Share
Warrants and Preferred Share Warrants, the Common Shares or the
Preferred Shares issuable upon exercise of such Warrants have been
duly and properly authorized for issuance in accordance with the
Memorandum of Association and Bye-Laws of the Company and in
accordance with a resolution of the Board of Directors of the
Company or a duly
Platinum Underwriters Holdings, Ltd.
November 4, 2005
Page 5
authorized committee thereof specifying the specific terms thereof
and the rights attaching thereto in accordance with the Memorandum
of Association and Bye-laws of the Company and Bermuda law, and that
such terms do not violate any applicable law, rule or regulation or
result in a default under or breach of any agreement or restriction
imposed by any court or regulatory body having jurisdiction over the
Company, and in the case of Debt Warrants, the Company has taken all
necessary corporate action to authorize the issuance and terms of
the Debt Securities issuable upon exercise of such warrants and such
Debt Securities have been duly authorized, executed, issued and
delivered by each party thereto, the Warrants will constitute valid
and binding obligations of the Company enforceable in accordance
with their terms, subject to applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium, rehabilitation,
fraudulent transfer or similar laws affecting the enforcement of
creditors' rights generally, to general principles of equity,
regardless of whether such principles are considered in a proceeding
in equity or at law, and to an implied covenant of good faith and
fair dealing.
4. Assuming that (i) the applicable Deposit Agreement has been duly and
properly authorized, executed and delivered by each party thereto;
(ii) the Depositary Shares and Common Shares or the Preferred Shares
relating to such Depositary Shares have been duly and properly
authorized for issuance in accordance with the Memorandum of
Association and Bye-laws of the Company and in accordance with a
resolution of the Board of Directors of the Company or a duly
authorized committee thereof specifying the specific terms thereof
and the rights attaching thereto in accordance with the Memorandum
of Association and Bye-laws of the Company and Bermuda law, and that
such terms do not violate any applicable law, rule or regulation or
result in a default under or breach of any agreement or restriction
imposed by any court or regulatory body having jurisdiction over the
Company; (iii) the Registration Statement has become effective under
the Securities Act; (iv) the terms of such Depositary Shares and of
their issuance and sale have been duly established in conformity
with the Deposit Agreement relating to such Depositary Shares and
are such that they do not violate any applicable law or result in a
default under or breach of any agreement or instrument binding upon
the Company and comply with any requirement or restriction imposed
by any court or governmental or regulatory body having jurisdiction
over the Company; (v) the Depositary Shares and the Common Shares or
the Preferred Shares relating to such Depositary Shares have been
duly issued and paid for in the manner contemplated in the
Registration Statement and any prospectus supplement relating
thereto and in accordance with any underwriting agreement, purchase
agreement or similar agreement; and (vi) the Receipts have been duly
and properly authorized, executed, issued and delivered against the
deposit of such Common Shares or Preferred Shares in accordance with
the Deposit Agreement, such Receipts will be validly issued and will
entitle the holders thereof to the rights specified therein and in
the Deposit Agreement.
5. Assuming that (i) the Purchase Contracts and the terms of the
offering thereof and related matters have been duly and properly
authorized (including authorization of the issuance of the Common
Shares, the Preferred Shares or the Debt Securities to be issued
pursuant to the Purchase Contracts), and the terms thereof do not
violate any
Platinum Underwriters Holdings, Ltd.
November 4, 2005
Page 6
applicable law, rule or regulation or result in a default under or
breach of any agreement or instrument binding upon the Company and
comply with any requirement or restriction imposed by any court or
governmental or regulatory body having jurisdiction over the
Company; (ii) the Registration Statement has become effective under
the Securities Act; (iii) the Purchase Contracts have been duly and
properly executed, issued and are delivered by each party thereto;
and (iv) the payment of the consideration for the Purchase Contracts
has been made in accordance with such authorization as contemplated
by the Registration Statement and any prospectus supplement relating
thereto and any underwriting agreement, purchase agreement or
similar agreement, the Purchase Contracts will constitute valid and
binding obligations of the Company enforceable in accordance with
their terms, subject to applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium, rehabilitation,
fraudulent transfer or similar laws affecting the enforcement of
creditors' rights generally, to general principles of equity,
regardless of whether such principles are considered in a proceeding
in equity or at law, and to an implied covenant of good faith and
fair dealing.
6. Assuming that (i) the Purchase Units and the terms of the offering
thereof and related matters have been duly and properly authorized,
and the terms thereof do not violate any applicable law, rule or
regulation or result in a default under or breach of any agreement
or instrument binding upon the Company and comply with any
requirement or restriction imposed by any court or governmental or
regulatory body having jurisdiction over the Company; (ii) the
Registration Statement has become effective under the Securities
Act; (iii) the Company has taken all necessary corporate action to
authorize the issuance and terms of the Purchase Contracts that are
a component of such Purchase Units (including authorization of the
issuance of the Common Shares, the Preferred Shares or Platinum
Holdings Debt Securities to be issued pursuant to such Purchase
Contracts); (iv) in the case of Purchase Units consisting at least
in part of debt obligations of third parties, such debt obligations
at all relevant times constitute the valid and binding obligations
of the issuers thereof enforceable against the issuers thereof, in
accordance with their terms; (v) in the case of Purchase Units
consisting at least in part of Platinum Holdings Debt Securities,
the Company has taken all necessary corporate action to authorize
the issuance and terms of such Platinum Holdings Debt Securities;
(vi) in the case of Purchase Units consisting at least in part of
Platinum Finance Debt Securities and any related Guarantee, Platinum
Finance has taken all necessary corporate action to authorize the
issuance and terms of the Platinum Finance Debt Securities and the
Company has taken all necessary corporate action to authorize the
issuance and terms of any related Guarantees; and (vii) each of (a)
such Purchase Units, (b) such Purchase Contracts and (c) in the case
of Purchase Units consisting at least in part of Debt Securities and
any related Guarantees as contemplated by the Registration Statement
and any prospectus supplement relating thereto, such Debt Securities
and any related Guarantees have been duly executed, authenticated,
issued and delivered by each party thereto, then, upon the payment
of the consideration for the Purchase Units and any related Purchase
Contracts or Debt Securities with any related Guarantees in
accordance with any underwriting agreement, purchase agreement or
similar agreement, such corporate action and, in the case of such
Debt Securities and any related Guarantees, the
Platinum Underwriters Holdings, Ltd.
November 4, 2005
Page 7
Indentures, such Purchase Units will constitute valid and binding
obligations of the Company enforceable in accordance with their
terms, subject to applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium, rehabilitation, fraudulent
transfer or similar laws affecting the enforcement of creditors'
rights generally, to general principles of equity, regardless of
whether such principles are considered in a proceeding in equity or
at law, and to an implied covenant of good faith and fair dealing.
The opinions rendered herein are limited to the laws of the State of
New York. In particular, we do not pass on any matter governed by Bermuda law
and we assume the validity of the Platinum Holdings Indentures, the Warrant
Agreement, the warrant certificate, the Deposit Agreement, the Receipts and the
Securities (except for the Platinum Finance Debt Securities) under the Company's
constitutional documents and any law, regulation, order or decree in Bermuda. We
note that the Company has not yet prepared any forms of Platinum Holdings
Subordinated Indenture, any Guarantee issued pursuant to a Platinum Finance
Subordinated Indenture, Warrant, Warrant Agreement, warrant certificate, Deposit
Agreement, Receipt, Purchase Contract or Purchase Unit, and that Platinum
Finance has not yet prepared any form of Platinum Finance Subordinated
Indenture. Our opinions above are rendered based upon the assumption that such
forms, when prepared by the Company and/or Platinum Finance, as applicable, will
be acceptable to us.
We consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement and to the use of our name under the
caption "Legal Matters" contained in the Registration Statement. In giving our
consent, we do not thereby concede that we come within the category of persons
whose consent is required by the Securities Act. We disclaim any obligation to
update this opinion for events occurring or coming to our attention after the
date hereof.
Very truly yours,
/s/ Dewey Ballantine LLP