EXHIBIT 5.3
[Letterhead of Bonn & Schmitt]
October 27, 1998
CDRJ Investments (Lux) S.A. Jafra Cosmetics International, S.A. de C.V.
10, rue Antoine Jans Consultoria Jafra, S.A. de C.V.
L 1820 Luxembourg Distribuidora Venus, S.A. de C.V.
Luxembourg Dirsamex, S.A. de C.V.
Reday, S.A. de C.V.
Qualifax, S.A. de C.V.
Jafra Cosmetics International, Inc. Jafra Cosmetics S.R.L.
2451 Townsgate Road Blvd. Adolfo Lopez Mateos #515
Westlake Village, CA 91361 Colonia Tlacopac, 01040
Mexico, D.F.
Registration Statement on Form S-4
of Jafra Cosmetics International, Inc.,
Jafra Cosmetics International, S.A. de C.V.,
CDRJ Investments (Lux) S.A. and the
Subsidiary Guarantors referred herein
(Registration No. 333-62989)
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Ladies and Gentlemen:
We have acted as special Luxembourg counsel to CDRJ Investments (Lux)
S.A., a Luxembourg societe anonyme (the "Parent") in connection with the
preparation and filing with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), of a
Registration Statement on Form S-4 (as amended to the date hereof, the
"Registration Statement"), which includes a Prospectus (the "Prospectus")
relating to the proposed offering by Jafra Cosmetics International, Inc., a
Delaware corporation (the "U.S. Issuer") and Jafra Cosmetics S.A. de C.V., a
sociedad anonima de capital variable organized under the laws of the United
Mexican States ("Jafra S.A." and together with the U.S. Issuer, the "Issuers"),
of U.S.$100,000,000 aggregate principal amount of the Issuers' 11 3/4% Senior
Subordinated Notes Due 2008 (the "New Notes"), which are to be registered under
the Act pursuant to the Registration Statement, in exchange for an equal
principal amount of the Issuers' outstanding 11 3/4% Senior Subordinated Notes
Due 2008 (the "Existing Notes"). The New
Notes are to be issued pursuant to the Indenture, dated as of April 30, 1998,
among the Parent, the Issuers and State Street Bank and Trust Company, as
trustee (the "Trustee"), as supplemented by the First Supplemental Indenture,
dated as of April 30, 1998 (as so supplemented, the "Indenture"), among
Consultoria Jafra, S.A. de C.V., Distribuidora Venus, S.A. de C.V., Dirsamex,
S.A. de C.V., Reday, S.A. de C.V., Qualifax, S.A. de C.V., Jafra Cosmetics
S.R.L, each of which is a subsidiary of Jafra S.A. and a company organized under
the laws of the United Mexican States (collectively, the "Subsidiary
Guarantors"), the Parent, the Issuers and the Trustee. The obligations of the
U.S. Issuer pursuant to the New Notes are to be guaranteed by the Parent and
Jafra S.A. and the obligations of Jafra S.A. pursuant to the New Notes are to be
guaranteed by the Parent, the U.S. Issuer and the Subsidiary Guarantors,
pursuant to and as set forth in the Indenture (such guarantees by the Parent,
the "Parent Guarantee," such guarantees by the Issuers, the "Cross Guarantees,"
and such guarantees by the Subsidiary Guarantors, the "Subsidiary Guarantees").
We have examined the following:
1. the Indenture;
2. the Parent Guarantee as set forth in the Indenture;
3. resolutions adopted at a meeting of the Board of Directors of the
Parents held on September 3, 1998;
4. the articles of incorporation of the Parent; and
5. such other documents as we have deemed necessary.
The Indenture, the Parent Guarantee and the New Notes are together
referred to as the "Issue Documents."
For the purposes of this opinion, we have also assumed:
(a) that the execution, delivery and performance of the Issue Documents
are within the corporate power and authority of the parties thereto, other than
Parent, including but not limited to the parties' obligations under the Cross
Guarantees and the Subsidiary Guarantees, as the case may be, and that these
Issue Documents have been duly authorized, executed and delivered by, and are
binding upon, all such parties, other than Parent;
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(b) that the New Notes will be duly authenticated by the Trustee in the
manner provided in the Indenture;
(c) the genuineness of all signatures on all documents and the
completeness, and the conformity to original documents, of all copies submitted
to us;
(d) that all authorizations and consents of any public authority of any
country other than the Grand-Duchy of Luxembourg which may be required in
connection with the execution, delivery and performance of the Indenture and the
issuance of the New Notes have been or will be obtained;
(e) that the documents are substantially in the form of the drafts or
copies we have examined; and
(f) the legality, validity and enforceability of the Issue Documents, the
Cross Guarantees, and the Subsidiary Guarantees under their governing laws
(other than the laws of Luxembourg).
On the basis of the foregoing and subject to the limitations,
qualifications and assumptions set forth herein, we are, as of the date hereof,
of the opinion that:
(i) Parent has been duly incorporated and is validly existing under
the laws of Luxembourg;
(ii) Parent had and has the corporate power and authority to execute,
deliver and perform its obligations under the Issue Documents;
(iii) The Indenture has been duly authorized, executed and delivered by
the Parent;
(iv) The choice of law provisions set forth in the Issue Documents
will be recognized by the courts of Luxembourg; Parent may sue or be sued in its
own name under the laws of Luxembourg; under the laws of Luxembourg the
submission of Parent to the jurisdiction of federal and state courts in the
Borough of Manhattan in the City of New York (each a "New York Court" and
collectively the "New York Courts") is legal, valid and binding; any judgment
obtained in a New York Court arising out of or in relation to the obligations of
Parent under the Issue Documents will be recognized in Luxembourg, subject to
and in accordance with applicable rule on enforcement of foreign judgment; and
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(v) No Luxembourg governmental authorization is required to effect
payments of principal, premium, if any, and interest (including any Additional
Amounts due and payable thereon) on the New Notes or any payment in respect of
the Parent Guarantee.
The opinions expressed herein are subject to the following qualifications:
(a) the obligations of Parent under the Issue Documents and the
enforceability of the Issue Documents will be subject to and may be limited by
any applicable bankruptcy, liquidation, insolvency or other laws of similar
effect relating to or affecting the enforcement of creditors' rights generally;
(b) the enforcement of the Indenture and the rights and obligations of the
parties thereto will be subject to the general statutory principles of
Luxembourg law and no opinion is given herein as to the availability of any
specific performance remedy, other than monetary damages, for the enforcement of
any obligation of Parent and this opinion should not be taken to imply that a
Luxembourg Court will necessarily grant any remedy, in particular, orders for
specific performance and injunctions will not be available;
(c) where any obligations are to be performed or observed or are based
upon a matter arising in a jurisdiction outside Luxembourg they may not be
enforceable under Luxembourg law if and to the extent such performance or
observance would be unlawful, unenforceable, or contrary to public policy under
the laws of such jurisdiction;
(d) a Luxembourg Court may refuse to give effect to a purported
contractual obligation to pay costs imposed upon another party in respect of the
costs of any unsuccessful litigation brought against that party before a
Luxembourg Court and a Luxembourg Court may not award by way of costs all of the
expenditure incurred by a successful litigant in proceedings brought before the
Court;
(e) whilst, in the event of any proceedings being brought in a Luxembourg
Court in respect of a monetary obligation expressed to be payable in a currency
other than Luxembourg francs, a Luxembourg Court would have power to give
judgment expressed as an order to pay a currency other than Luxembourg francs,
enforcement of the judgment against the Parent in Luxembourg would be available
only in Luxembourg francs and for such purposes all claims or debts are
converted into Luxembourg francs normally at the prevailing exchange rate on the
date of payment;
(f) claims may become barred under the statutory limitation period rules
or may be or become subject to defenses of set-off or counterclaims;
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(g) any determination or certificates made or given pursuant to the
provisions of the Indenture which provide for such determination or certificate
to be final, conclusive or binding might not necessarily be held under
Luxembourg law to be final, conclusive or binding;
(h) we express no opinion as to whether any provision in the Indenture
conferring a right of set-off or similar right would be effective against a
bankruptcy receiver, liquidator or a creditor;
(i) a contractual provision conferring or imposing a remedy, an obligation
or penalty consequent upon default may not be fully enforceable if it were
construed by a Luxembourg Court as constituting an excessive pecuniary remedy;
(j) as regards jurisdiction, a Luxembourg Court may stay proceedings if
concurrent proceedings based on the same grounds and between the same parties
have been brought previously before another Court; and
(k) a contractual provision allowing the service of process against the
Parent to a service agent would not preclude the Luxembourg statutory provisions
allowing the valid servicing of process against the Parent at its domicile.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of our name under the heading "Legal Matters" in the
Prospectus. In giving such consent, we do not hereby concede that we are within
the category of persons whose consent is required under Section 7 of the Act or
the rules and regulations of the Commission thereunder.
This opinion is strictly limited to the matters of Luxembourg law stated
herein and is not to be read as extending by implication to any other matters.
This opinion is governed by Luxembourg law and the Luxembourg Courts have
exclusive jurisdiction in respect thereto.
Yours faithfully,
/s/ Bonn & Schmitt
BONN & SCHMITT
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