EXHIBIT 5.1
[Letterhead of Debevoise & Plimpton]
October 27, 1998
Jafra Cosmetics International, Inc. Jafra Cosmetics International, S.A. de C.V.
2451 Townsgate Road Consultoria Jafra, S.A. de C.V.
Westlake Village, CA 91361 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.
CDRJ Investments (Lux) S.A. Jafra Cosmetics S.R.L.
10, rue Antione Jans Blvd. Adolfo Lopez Mateos #515
L 1820 Luxembourg Colonia Tlacopac, 01040
Luxembourg 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
Other Note Guarantors Referred to therein
(Registration No. 333-62989)
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Ladies and Gentlemen:
We have acted as special New York counsel to Jafra Cosmetics
International, Inc., a Delaware corporation (the "U.S. Issuer"), Jafra Cosmetics
International, 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"), CDRJ Investments (Lux) S.A., a Luxembourg societe
anonyme (the "Parent") and the other Note Guarantors (as defined herein) 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 of
$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 the Parent, the Issuers, the Trustee, and
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., and Jafra Cosmetics
S.R.L (collectively, the "Subsidiary Guarantors" and together with the Parent
and the Issuers, the "Note Guarantors"). 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, collectively, the "Guarantees").
In so acting, we have examined and relied upon the originals, or
copies certified or otherwise identified to our satisfaction, of such corporate
records, documents, certificates and other instruments as in our judgment are
necessary or appropriate to enable us to render the opinion expressed below. In
all such examinations, we have assumed without investigation the legal capacity
of all natural persons executing documents, the genuineness of all signatures on
original or certified copies, the authenticity of all original or certified
copies and the conformity to original or certified documents of all copies
submitted to us as conformed or reproduction copies. We have relied as to
factual matters upon, and have assumed the accuracy of, representations,
statements and certificates of or from public officials and of or from officers
and representatives of the Issuers, the Parent, the Subsidiary Guarantors and
others. With your permission, for purposes of the opinion expressed herein, we
have assumed that (i) the Trustee is and has been duly organized, validly
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existing and in good standing under the laws of its jurisdiction of
organization, (ii) the Trustee had and has the power and authority to enter into
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and perform, and has duly authorized, executed and delivered, the Indenture,
(iii) the Indenture is valid, binding and enforceable with respect to the
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Trustee, (iv) the New Notes will be duly authenticated by the Trustee in the
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manner provided in the Indenture, (v) insofar as any obligation under the
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Indenture or the New Notes is to be performed in, or by a party organized under
the laws of, any jurisdiction outside the United States of America, its
performance will not be illegal or ineffective in any such jurisdiction by
virtue of the law of that jurisdiction, and (vi) the opinions expressed in the
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opinion letters of Ritch, Heather Y Mueller, S.C., special Mexican counsel to
Jafra S.A. and the Subsidiary Guarantors and of Bonn & Schmitt, special
Luxembourg counsel to the Parent, of even date herewith, addressed to each of
you and filed as an exhibit to the Registration Statement, are correct.
Based on the foregoing, and subject to the further qualifications set
forth below, we are of the opinion that:
Upon the execution and issuance of the New Notes by the Issuers and
authentication of the New Notes by the Trustee in accordance with the
Indenture
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and delivery of the New Notes against exchange therefor of the Existing
Notes pursuant to the exchange offer described in the Registration
Statement, (i) the New Notes will be valid and binding obligations of the
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Issuers, enforceable against the Issuers in accordance with their terms,
and (ii) the Guarantee of each Note Guarantor will constitute the valid and
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binding obligation of such Note Guarantor, enforceable against such Note
Guarantor in accordance with its terms.
The foregoing opinion is limited by and subject to the effects of (i)
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bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer,
reorganization or moratorium laws or other similar laws relating to or affecting
enforcement of creditors' rights or remedies generally and (ii) general
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principles of equity (whether such principles are considered in a proceeding at
law or equity), including the discretion of the court before which any
proceeding may be brought, concepts of good faith, reasonableness and fair
dealing, and standards of materiality.
We express no opinion as to the effect of any Federal or state laws
regarding fraudulent transfers or conveyances. We express no opinion as to the
laws of any jurisdiction other than the Federal laws of the United States, the
laws of the State of New York and General Corporation Law of the State of
Delaware, as currently in effect. In particular (and without limiting the
generality of the foregoing) we express no opinion concerning (i) the laws of
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any country (other than such laws of the United States of America) or as to the
effect of such laws (whether limiting, prohibitive or otherwise) on any of the
rights or obligations of any of the Issuers, the Parent, the Subsidiary
Guarantors and the holders of the New Notes, or any other party to or
beneficiary of any of the Indenture and the New Notes, or (ii) the effect, if
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any, of any law of any jurisdiction (except the State of New York) in which any
holder of any New Note is located that limits the rate of interest that such
holder may charge or collect. We express no opinion whether a United States
Federal court would accept jurisdiction in any dispute, action, suit or
proceeding arising out of or relating to the New Notes or the Indenture or the
transactions contemplated thereby.
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.
Very truly yours,
/s/ DEBEVOISE & PLIMPTON
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