Exhibit 5.1
20th March, 2002
The Stanley Works, Ltd.
Cedar House
Cedar Avenue
Hamilton HM12
Bermuda
The Stanley Works, Ltd. (the "Company")
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We have acted as legal counsel in Bermuda to the Company and this opinion is
addressed to you in connection with the filing by the Company with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
of a Registration Statement on Form S-4 in relation to the registration of
92,000,000 Common Shares of par value US$0.01 each (the "Shares") in the share
capital of the Company (the "Registration Statement").
For the purposes of this opinion we have examined and relied upon the documents
listed, and in some cases defined, in the Schedule to this opinion (the
"Documents").
Assumptions
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In stating our opinion we have assumed:-
(a) the authenticity, accuracy and completeness of all Documents submitted
to us as originals and such other documents examined by us, as
originals and the conformity to authentic original Documents of all
Documents submitted to us and such other documents examined by us, as
certified, conformed, notarised, faxed or photostatic copies;
(b) that each of the Documents and other such documentation which was
received by electronic means is complete, intact and in conformity with
the transmission as sent;
(c) the genuineness of all signatures on the Documents;
(d) the authority, capacity and power of each of the persons signing the
Documents (other than the Company);
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(e) that any representation, warranty or statement of fact or law, other
than as to the laws of Bermuda, made in any of the Documents is true,
accurate and complete;
(f) that there are no provisions of the laws or regulations of any
jurisdiction other than Bermuda which would be contravened by the
execution and delivery of the Merger Agreement or which would have any
implication in relation to the opinion expressed herein and that, in so
far as any obligation under, or action to be taken under, the Merger
Agreement is required to be performed or taken in any jurisdiction
outside Bermuda such action or obligation will not be illegal by virtue
of the laws of that jurisdiction;
(g) that the Company is not carrying on investment business in or from
within Bermuda under the provisions of the Investment Business Act 1998
as amended from time to time;
(h) that the Resolutions are in full force and effect, have not been
rescinded, either in whole or in part, and accurately record the
resolutions passed by the Board of Directors of the Company in a
meeting which was duly convened and at which a duly constituted quorum
was present and voting throughout and that there is no matter affecting
the authority of the Directors to enter into the Merger Agreement, or
to perform their obligations hereunder not disclosed by the
Constitutional Documents or the Resolutions, which would have any
adverse implication in relation to the opinions expressed herein;
(i) that the authorised share capital of the Company shall be increased in
accordance with the Constitutional Documents and Bermuda law in order
to create the Shares and the Shares will be issued pursuant to and in
accordance with the Merger Agreement and the Resolutions;
(j) that the Company has entered into its obligations under the Merger
Agreement in good faith for the purpose of carrying on its business and
that, at the time it did so, there were reasonable grounds for
believing that the transactions contemplated by the Merger Agreement
would benefit the Company;
(k) that as a consequence of the Merger Agreement, the Company will receive
money or monies worth at least equal to the value of the Shares being
issued and none of such Shares will be issued for less than the par
value thereof; and
(l) that when executed the Merger Agreement will not differ from the copy
examined by us for the purposes of this opinion and the copy approved
by the Resolutions.
Opinion
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Based upon and subject to the foregoing and subject to the reservations set out
below and to any matters not disclosed to us, we are of the opinion that:-
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(1) Upon completion of the Merger in accordance with the Merger Agreement,
the Shares will be duly and validly issued, fully paid, non-assessable
shares of the Company.
(2) The statements in the Registration Statement with respect to the
Company and its Shareholders, under the caption "Bermuda Income Tax
Consequences of the Reorganisation", set forth the material
Bermuda tax consequences of the Reorganisation to Stanley Bermuda and
its shareholders.
Reservations
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We have the following reservations:-
(a) Enforcement of the obligations of the Company may be limited or
affected by applicable laws from time to time in effect relating to
bankruptcy, insolvency or liquidation or any other laws or other legal
procedures affecting generally the enforcement of creditors' rights.
(b) Enforcement of the obligations of the Company may be the subject of a
statutory limitation of the time within which such proceedings may be
brought.
(c) We express no opinion as to any law other than Bermuda law and none of
the opinions expressed herein relates to compliance with or matters
governed by the laws of any jurisdiction except Bermuda. This opinion
is limited to Bermuda law as applied by the Courts of Bermuda at the
date hereof.
(d) Where an obligation is to be performed in a jurisdiction other than
Bermuda, the courts of Bermuda may refuse to enforce it to the extent
that such performance would be illegal under the laws of, or contrary
to public policy of, such other jurisdiction.
(e) Any reference in this opinion to shares being "non-assessable" shall
mean, in relation to fully-paid shares of the Company and subject to
any contrary provision in any agreement in writing between the Company
and the holder of
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shares, that no shareholder shall be obliged to contribute further
amounts to the capital of the Company, either in order to complete
payment for their shares, to satisfy claims of creditors of the
Company, or otherwise; and no shareholder shall be bound by an
alteration of the Memorandum of Association or Bye-laws of the Company
after the date on which he became a shareholder, if and so far as the
alteration requires him to take, or subscribe for additional shares, or
in any way increase his liability to contribute to the share capital
of, or otherwise to pay money to the Company.
Disclosure
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We consent to the filing of this opinion as an exhibit to the Registration
Statement.
This opinion is governed by and is to be construed in accordance with Bermuda
law. It is given on the basis that it will not give rise to any legal
proceedings with respect thereto in any jurisdiction other than Bermuda.
Further, this opinion speaks as of its date and is strictly limited to the
matters stated herein and we assume no obligation to review or update this
opinion if applicable law or the existing facts or circumstances should change.
Yours faithfully
Appleby Spurling & Kempe
SCHEDULE
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1. A copy of the draft dated 6th February, 2002 of the Registration
Statement on Form S-4, pursuant to which the Company will register
92,000,000 Common Shares of par value US$0.01 each in the share capital
of the Company.
2. Certified copies of the Certificate of Incorporation, Memorandum of
Association and Bye-laws for the Company (collectively referred to as
the "Constitutional Documents").
3. The entries and filings shown in respect of the Company on the file of
the Company maintained in the Register of Companies at the office of
the Registrar of Companies in Hamilton, Bermuda as revealed by a search
in respect of the Company completed on 12th March, 2002 at 11:41 a.m.
(the "Company Search").
4. The entries and filings shown in respect of the Company in the Supreme
Court Causes Book maintained at the Registry of the Supreme Court in
Hamilton, Bermuda as revealed by a search in respect of the Company
completed on the 12th March, 2002 at 11:30 a.m. (the "Litigation
Search").
(The Company Search and the Litigation Search are together referred to
as the "Searches").
5. A copy of the resolutions passed at a meeting of the Board of Directors
of the Company held on 6th February, 2002 (the "Resolutions").
6. A certified copy of the "Foreign Exchange Letter", dated 17th January,
2002, issued by the Bermuda Monetary Authority, Hamilton Bermuda in
relation to the Company.
7. A certified copy of the "Tax Assurance", dated 7th February, 2002
issued by the Registrar of Companies for the Minister of Finance in
relation to the Company.
8. A Certificate of Compliance, dated 12th March, 2002 issued by the
Ministry of Finance in respect of the Company.
9. A copy of the execution version of the Agreement and Plan of Merger
dated as of 8th February, 2002, between the Company and The Stanley
Works (the "Merger Agreement").