EXHIBIT 5.3
[letterhead of Maples and Calder]
1st May, 1998
To: Yorkshire Power Finance Limited
PO Box 309
George Town
Grand Cayman
Cayman Islands
British West Indies
Dear Sirs:
RE: REGISTRATION STATEMENT ON FORM S-1
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We are Cayman Islands Counsel to Yorkshire Power Finance Limited ("Yorkshire
Finance") in connection with the preparation of a registration statement on Form
S-1, including a preliminary prospectus, filed with the United States Securities
and Exchange Commission (the "Commission") on 13th March, 1998 (the
"Registration Statement"), contemplating the registration under the United
States Securities Act of 1933, as amended (the "Securities Act"), of Junior
Subordinated Deferrable Interest Debentures (the "Junior Subordinated
Debentures") to be issued by Yorkshire Finance and guaranteed by Yorkshire Power
Group Limited ("Yorkshire"). The Junior Subordinated Debentures will be issued
pursuant to a subordinated indenture, as supplemented, to be entered into
between Yorkshire Finance, Yorkshire and the trustee named therein (the
"Subordinated Indenture") in substantially the form filed as an exhibit to the
Registration Statement.
For the purposes of this opinion, we have reviewed the Companies Law (1995
Revision) of the Cayman Islands (the "Companies Law") and have examined and
relied upon:
1. the prospectus relating to the Junior Subordinated Debentures in the form
included in the Registration Statement;
2. the Memorandum and Articles of Association of Yorkshire Finance;
3. Certificate of Incorporation of Yorkshire Finance;
4. the form of the Subordinated Indenture;
5. the Minutes of a Meeting of the Board of Directors of Yorkshire Finance held
on 11th February, 1998 (the "Minutes"), the Power of Attorney granted by the
Company on 11th February, 1998 and the corporate records of Yorkshire
Finance; and
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To: Yorkshire Power Finance Limited 1st May 1998
Re: Registration Statement
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6. a Certificate from a Director of Yorkshire Finance in the form annexed
hereto (the "Director's Certificate").
The following opinion is given only as to circumstances existing on the date
hereof and known to us and as to the laws of the Cayman Islands as the same are
in force at the date hereof. In giving this opinion, we have relied upon the
accuracy of the Director's Certificate without further verification and have
relied upon the following assumptions, which we have not independently
verified:-
(a) The Junior Subordinated Debentures and the Subordinated Indenture will be
duly authorised, executed and delivered by or on behalf of all relevant
parties (other than Yorkshire Finance) and will be legal, valid, binding
and enforceable against all relevant parties in accordance with their
respective terms under the laws of the State of New York and all other
relevant laws (other than the laws of the Cayman Islands);
(b) The choice of the laws of the State of New York as the governing law of the
Junior Subordinated Debentures and the Subordinated Indenture will be made
in good faith and would be regarded as a valid and binding selection which
will be upheld by the courts of the State of New York as a matter of New
York law and all other relevant courts (other than the courts of the
Cayman Islands);
(c) Copy documents or the forms of documents provided to us are true copies of,
or in the final forms of, the originals;
(d) The genuineness of all signatures;
(e) The power, authority and legal right of all parties under all relevant laws
and regulations (other than Yorkshire Finance under the laws of the Cayman
Islands) to execute and perform their respective obligations under the
Junior Subordinated Debentures and the Subordinated Indenture;
(f) The Junior Subordinated Debentures will be duly completed, executed and
authenticated and delivered in accordance with, and as contemplated by, the
provisions of the Subordinated Indenture;
(g) That all preconditions to the obligations of the parties to the Junior
Subordinated Debentures and the Subordinated Indenture have been or will be
satisfied or duly waived and there has been no breach of the terms of the
Junior Subordinated Debentures or the Subordinated Indenture; and
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To: Yorkshire Power Finance Limited 1st May 1998
Re: Registration Statement
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(h) There is nothing under any law (other than the laws of the Cayman Islands)
which would or might affect the opinions hereinafter appearing.
Specifically, we have made no independent investigation of the laws of the
State of New York.
We render no opinion as to the negotiability or transferability by delivery of
any Junior Subordinated Debentures in any jurisdiction which does not recognise
such negotiability or transferability.
Based upon and subject to the foregoing and having regard to such legal
considerations as we deem relevant, we are of the opinion that:-
1. Yorkshire Finance has been duly incorporated and is validly existing under
the laws of the Cayman Islands;
2. Assuming that the precise terms of issue of the Junior Subordinated
Debentures are duly determined by an Attorney of the Company in accordance
with the resolutions set forth in the Minutes, the Subordinated Debentures
have been duly authorised by Yorkshire Finance and, when executed on behalf
of Yorkshire Finance, authenticated in the manner set forth in the Junior
Subordinated Indenture and delivered against due payment therefor, will
constitute the legal, valid and binding obligations of Yorkshire Finance
enforceable in accordance with their terms, except and insofar as such
enforcement may be limited as hereinafter set forth. The term "enforceable"
as used above means the obligations assumed by Yorkshire Finance under the
Junior Subordinated Debentures are of a type which the Courts of the Cayman
Islands enforce. It does not mean those obligations will necessarily be
enforced in all circumstances in accordance with their terms and we would
draw to your attention:
(i) enforcement may be limited by bankruptcy, insolvency, liquidation,
reorganization and other laws of general application relating to or
affecting the rights of creditors;
(ii) enforcement may be limited by general principles of equity - for
example, equitable remedies such as specific performance may not be
available, inter alia, where damages are considered to be an adequate
remedy;
(iii) claims may become barred under the statutes of limitation or may be or
become subject to defences of set-off or counterclaim;
(iv) where obligations are to be performed in a jurisdiction outside the
Cayman Islands, they may not be enforceable in the Cayman Islands to the
extent that performance would be illegal under the laws of that
jurisdiction;
(v) in the event of any proceedings being brought in the Cayman Islands
courts in respect of a monetary obligation expressed to be payable in a
currency other than Cayman
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To: Yorkshire Power Finance Limited 1st May 1998
Re: Registration Statement
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Islands dollars, a Cayman Islands court will give judgement expressed as
an order to pay such other currency on enforcement of the judgement.
With respect to winding up proceedings, Cayman Islands law will require
that all claims or debts are converted into Yorkshire Finance's
functional currency of account;
(vi) Cayman Islands stamp duty will be payable if any of the Junior
Subordinated Debentures or the Subordinated Indenture is brought to or
executed in the Cayman Islands, which duty would be up to CI$250 on each
of the Junior Subordinated Debentures (unless Yorkshire Finance has paid
a duty of CI$500 in respect of the issue of the Junior Subordinated
Debentures) and would be CI$40 on the Subordinated Indenture;
(vii) a certificate, determination, calculation or designation of any party to
the foregoing documents as to any matter provided therein might be held
by a Cayman Islands court not to be conclusive, final and binding if,
for example, it could be shown to have an unreasonable or arbitrary
basis or in the event of manifest error;
(viii) although there is no statutory enforcement in the Cayman Islands of
judgments obtained in New York, the courts of the Cayman Islands will
recognise and enforce a foreign judgment of a court of competent
jurisdiction without reexamination or relitigation of the matter
adjudicated upon, based on the principle that a judgment of a competent
foreign court imposes upon the judgment debtor an obligation to pay the
sum for which judgment has been given, and provided such judgment is
final, for a liquidated sum not in respect of taxes or a fine or
penalty, and which was not obtained in a manner, and is not of a kind
the enforcement of which is, contrary to the public policy of the Cayman
Islands; a Cayman Islands court may stay proceedings if concurrent
proceedings are being brought elsewhere;
(ix) obligations to make payments that may be regarded as penalties will not
be enforceable to the extent that they are penal;
(x) in principle a Cayman Islands court will award costs and disbursements
in litigation in accordance with contractual provisions in this regard
but the applicable rule of court (GCR Order 62, rule 2) has been in
force only since 1st June, 1995 and there remains some uncertainty as to
the way in which it will be applicable in practice. Whilst it is clear
that costs incurred prior to judgement can be recovered in accordance
with the contract, it is likely that post-judgment costs will be
recoverable, if at all, in accordance with the scales laid down in the
Grand Court (Taxation of Costs) Rules 1995;
(xi) we reserve our opinion as to the extent to which a Cayman Islands court
would, in the event of any relevant illegality, sever the offending
provisions and enforce the remainder of the transaction of which such
provisions form a part, notwithstanding any express provisions in this
regard;
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To: Yorkshire Power Finance Limited 1st May 1998
Re: Registration Statement
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(xii) to maintain Yorkshire Finance in good standing under the laws of the
Cayman Islands, annual filing fees must be paid and Returns made to the
Registrar of Companies;
(xiii) the obligations of Yorkshire Finance under the Junior Subordinated
Debentures or the Subordinated Indenture which involve the government of
any country which is currently the subject of United Nations sanctions as
extended to the Cayman Islands by an Order in Council (namely Iraq and
Libya and each an "Affected Country"), any person or body resident in,
incorporated in or constituted under the laws of any Affected Country or
exercising public functions in any Affected Country or any person or body
controlled by any of the foregoing or by any person acting on behalf of
any of the foregoing may be subject to restrictions pursuant to such
sanctions as implemented under the laws of the Cayman Islands;
(xiv) if Yorkshire Finance obtains a beneficial interest in any of the Junior
Subordinated Debentures then its rights and obligations in respect
thereof may merge thus extinguishing its rights and obligations in
respect thereof, so that any attempted resale of those Junior
Subordinated Debentures might constitute a separate issue of debt
obligations;
(xvi) we make no comment with regard to the references to foreign statutes in
the Junior Subordinated Debentures or the Subordinated Indenture.
This opinion is solely for the benefit of the addressee but may be relied upon
by the addressee's legal advisors (in that capacity only). It may not be relied
upon by (nor may it be disclosed to) any other person, without the prior written
consent of this firm. However, we do hereby consent to the filing of this
opinion as an exhibit to the Registration Statement and to the reference to us
under the heading "Legal Opinions" in the prospectus included in the
Registration Statement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act or the rules or regulations of the Commission thereunder.
Yours faithfully
/s/ Maples and Calder