EXHIBIT 5.1
Form of Bermuda Legal Opinion
, 2001
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Ingersoll-Rand Company Limited
200 Chestnut Ridge Road
Woodcliff Lake, New Jersey
USA 07677
Dear Ladies and Gentlemen:
INGERSOLL-RAND COMPANY LIMITED - Registration Statement under the U.S.
Securities Act of 1933
We have acted as special legal counsel in Bermuda to Ingersoll-Rand Company
Limited, a Bermuda company ("IR-Limited"), in connection with the transactions
described in the Registration Statement on Form S-4 of IR-Limited (Registration
No. 333-71642), filed on October 30, 2001 with the Securities and Exchange
Commission under the United States Securities Act of 1933, as amended (the
"Registration Statement"), relating to a reorganization (the "Reorganization")
involving, among other matters, the proposed issue by IR-Limited of its Class A
common shares, par value US$1.00 per share (the "IR-Limited Common Shares"),
under an Agreement and Plan of Merger in the form attached to the Registration
Statement as Annex I (the "Merger Agreement") and made among IR-Limited,
Ingersoll-Rand Company, a New Jersey corporation ("IR-New Jersey"), and IR
Merger Corporation, a New Jersey corporation ("Merger Sub"). Pursuant to the
Merger Agreement, Merger Sub will be merged with and into IR-New Jersey (the
"Merger") and IR-Limited will issue the IR-Limited Common Shares in exchange for
IR-New Jersey's issued and outstanding shares of common stock, par value US$2.00
per share (the "IR-New Jersey Shares") being cancelled as part of the
Reorganization. The Registration Statement includes a proxy statement/prospectus
(the "Proxy Statement/Prospectus") to be furnished to the shareholders of IR-New
Jersey in connection with seeking their approval of the Merger Agreement.
For the purposes of giving this opinion, we have examined the following
documents:
(i) the Registration Statement (including the Proxy
Statement/Prospectus and its annexes but excluding the
exhibits and schedules thereto unless specifically referred to
herein); and
(ii) the form of Merger Agreement (which term does not include any
other instrument or agreement whether or not specifically
referred to therein or attached as an exhibit or schedule
thereto).
Ingersoll-Rand Company Ltd.
, 2001
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The documents listed in items (i) through (ii) above are herein sometimes
collectively referred to as the "Documents".
We have also reviewed and have relied upon the memorandum of association and the
amended and restated bye-laws of IR-Limited, unanimous written resolutions of
IR-Limited's board of directors effective October 15, 2001 and [date], 2001
respectively (referred to herein as the "Minutes"), correspondence on behalf of
IR-Limited with the Bermuda Monetary Authority whereby the Bermuda Monetary
Authority has granted certain permissions, inter alia, for the issue (and
subsequent transfer) of up to 600,000,000 IR-Limited Common Shares (subject to
conditions expressed in such correspondence) and such other documents and made
such enquiries as to questions of Bermuda law as we have deemed necessary in
order to render the opinions set forth below.
We have assumed:
(a) the genuineness and authenticity of all signatures and the
conformity to the originals of all copies (whether or not
certified) of all documents examined by us and the
authenticity and completeness of the originals from which such
copies were taken;
(b) the capacity, power and authority of each of the parties to
the Merger Agreement, other than IR-Limited, to enter into and
perform its respective obligations under the Merger Agreement
and that the Merger Agreement will be duly executed and
delivered by each of the parties thereto;
(c) the accuracy and completeness of all factual representations
made in the Documents and other documents reviewed by us;
(d) that the resolutions contained in the Minutes remain in full
force and effect and have not been rescinded or amended;
(e) that, by the Merger, IR-New Jersey will be merged into Merger
Sub under New Jersey Law (as defined below) and the laws of
other jurisdictions applicable to IR-New Jersey and Merger
Sub;
(f) that, by consequence of the Reorganization, IR-Limited will
receive money or money's worth at least equal to the value of
the IR-Limited Common Shares being issued and none of the
IR-Limited Common Shares will be issued for less than par
value;
Ingersoll-Rand Company Ltd.
, 2001
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(g) that there is no provision of the law of any jurisdiction,
other than Bermuda, which would have any implication in
relation to the opinions expressed herein;
(h) that the Merger Agreement, being expressed to be or is
otherwise, governed by the laws of the State of New Jersey,
United States of America ("New Jersey Law"), is valid, binding
and enforceable under New Jersey Law in accordance with its
terms;
(i) that the issue and transfer of the IR-Limited Common Shares or
options or warrants for any IR-Limited Common Shares comply at
all times with the permissions already obtained from the
Bermuda Monetary Authority and that the IR-Limited Common
Shares will be listed on the New York Stock Exchange; and
(j) that the Registration Statement will be filed in compliance
with section 26 of the Companies Act 1981 (Bermuda).
In rendering the opinion expressed in paragraph 1 below, we have assumed that
the members of IR-New Jersey will approve the Merger and the Merger Agreement
prior to the Effective Time of the Merger (as defined in the Merger Agreement).
The obligations of IR-Limited under the Merger Agreement:
(1) will be subject to the laws from time to time in effect
relating to bankruptcy, insolvency, liquidation, possessory
liens, rights of set off, reorganisation, amalgamation,
moratorium or any other laws or legal procedures, whether of a
similar nature or otherwise, generally affecting the rights of
creditors;
(2) will be subject to statutory limitation of the time within
which proceedings may be brought;
(3) will be subject to general principles of equity and, as such,
specific performance and injunctive relief, being equitable
remedies, may not be available; and
(4) may not be given effect to by a Bermuda court, whether or not
it was applying New Jersey Law, if and to the extent they
constitute the payment of an amount which is in the nature of
a penalty and not in the nature of liquidated damages.
"Non-assessability" is not a legal concept under Bermuda law, but when we
describe the IR-Limited Common Shares as being "non-assessable" herein we mean,
subject to any contrary provision in any agreement between IR-Limited and any
one of its members holding any of the IR-Limited Common Shares (but only with
respect to such member), that no further sums are
Ingersoll-Rand Company Ltd.
, 2001
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payable with respect to the holding of such IR-Limited Common Shares and the
member shall not be bound by an alteration in the memorandum of association or
the amended and restated bye-laws of IR-Limited after the date upon which it
became a member if and so far as the alteration requires such member to take or
subscribe for additional IR-Limited Common Shares or in any way increases its
liability to contribute to the share capital of, or otherwise pay money to,
IR-Limited.
We have made no investigation of and express no opinion in relation to the laws
of any jurisdiction other than Bermuda. This opinion is to be governed by and
construed in accordance with the laws of Bermuda and is limited to and is given
on the basis of the current law and practice in Bermuda. This opinion is not to
be relied upon in respect of any matter other than the Registration Statement
and the Merger Agreement.
On the basis of, and subject to, the foregoing, we are of the opinion that:
1. Upon consummation of the transactions contemplated by the Merger
Agreement and registration of the IR-Limited Common Shares (issued in the
Merger) in IR-Limited's Register of Members, such IR-Limited Common Shares will
be validly issued and fully paid and non-assessable; and
2. The discussions set forth under the headings "Income Tax
Consequences of the Reorganization - Bermuda Tax Consequences of the
Reorganization" accurately reflect our opinion with respect to the matters set
forth therein.
We hereby consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to our firm under the headings entitled "Income
Tax Consequences of the Reorganization - Bermuda Tax Consequences of the
Reorganization" and "Legal Matters" in the Registration Statement. In giving
such consent, we do not hereby admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended.
Yours faithfully,
CONYERS DILL & PEARMAN