EXHIBIT 5.5
[Novelis Logo]
August 1, 2005
Novelis Inc.
3399 Peachtree Road, NE, Suite 1500
Atlanta, Georgia 30326.
Ladies and Gentlemen:
In connection with the registration under the U.S. Securities
Act of 1933 (the "Securities Act") of (a) $1,400,000,000 principal amount of
7-1/4% Senior Notes due 2015 (the "Notes") of Novelis Inc., a corporation
organized under the laws of Canada (the "Company"), to be issued in exchange for
the Company's outstanding 7-1/4% Senior Notes due 2015 pursuant to an Indenture,
dated as of February 3, 2005 (the "Indenture"), among the Company, the
subsidiaries of the Company party thereto (collectively, the "Guarantors") and
The Bank of New York Trust Company, N.A., as trustee (the "Trustee"), and (b)
the Guarantees (the "Guarantees") of each of the Guarantors endorsed upon the
Notes, I, as in-house counsel, Novelis AG, have examined such corporate records,
certificates and other documents, and such questions of Swiss law, as I have
considered necessary or appropriate for the purposes of this opinion.
Capital terms used but not defined otherwise herein shall have
the meaning ascribed to them in the Indenture and the documents referenced
therein.
Upon the basis of such examination, I advise you that, in my
opinion, (1) Novelis AG, Novelis Switzerland SA (former name Novelis Valais SA)
and Novelis
Technology AG (together the "Swiss Subsidiaries", and each a "Swiss Subsidiary")
have been duly organized and are existing corporations under the laws of
Switzerland, (2) the Indenture has been duly authorized, executed and delivered
by each Swiss Subsidiary, (3) the Guarantees have been duly authorized by each
Swiss Subsidiary, and (4) when the terms of the Notes and the Guarantees and of
their issuance have been duly established in conformity with the Indenture and
the Notes and Guarantees have been duly executed, authenticated, issued and
delivered in accordance with the terms of the Indenture, the Guarantees will
constitute valid and legally binding obligations of each Swiss Subsidiary,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors' rights, to general equity principles and to general legal principles
(including, but not limited to, the abuse of rights (Rechtsmissbrauch)and the
principle of good faith (Grundsatz von Treu und Glauben), and Swiss public
policy, as defined in articles 17-19 of the Swiss Private International Law Act
of December 18, 1987, as amended (the "Private International Law Act").
The foregoing opinion is limited to Swiss law and I am
expressing no opinion as to the effect of the laws of any other jurisdiction. I
have relied as to certain factual matters on information obtained from public
officials, officers of the Company and the Guarantors and other sources believed
by me to be responsible, and I have assumed that the Indenture has been duly
authorized, executed and delivered by each of the parties thereto (other than
the Swiss Subsidiaries), the Notes have been duly authorized by the Company, the
Guarantees have been duly authorized by the Guarantors (other than the Swiss
Subsidiaries ) and that the Company and the Guarantors (other than the Swiss
Subsidiaries) have been duly organized and are existing corporations in good
standing under the laws of their respective jurisdictions of organizations,
assumptions which I have not independent verified.
The above opinions are subject to the following
qualifications:
(a) Claims may become barred under statute of limitations or may be or
become subject to the defense of set-off, counterclaim, material error,
duress or fraud.
(b) Further, limitations may apply with respect to any indemnification and
contribution undertakings by the Swiss Subsidiaries if a court
considers any act
of the indemnified person as wilful or negligent, and an obligation to
pay an amount may be unenforceable if the amount is held to constitute
an excessive penalty (such as exemplary or punitive damages).
(c) A determination or certification as to any matter provided for in the
Indenture or the documents referenced therein may be held by a Swiss
court not to be final, conclusive or binding, if such determination or
certificate could be shown to have an unreasonable, incorrect or
arbitrary basis or not to have been given or made in good faith.
(d) Where a party to the Indenture or the documents referenced therein is
vested with discretion or may determine a matter in its opinion, Swiss
law may require that such discretion is exercised reasonably or that
such opinion is based upon reasonable grounds.
(e) I specifically draw your attention to the limitation on the Swiss
Subsidiaries to make payments on behalf of a direct or indirect parent
or sister company under the guarantee set forth in Article 10 of the
Indenture as described in Schedule A "Limitation of Guaranty -
Switzerland" of the Indenture. The limitation described therein applies
to all obligations of the Swiss Subsidiaries under the Indenture and
the documents referenced therein.
(f) While Swiss courts have generally the power to grant judgments ordering
specific performance of an agreement, such remedy may not always be
available for the enforcement of an obligation other than for the
payment of a sum of money.
(g) Any provision in the Indenture and the documents referenced therein to
the effect that any of the obligations of any of the Swiss Subsidiaries
shall be binding upon their successors and assignees may not be binding
on such successors and assignees without their consent and further
documentation.
(h) The enforceability in Switzerland of a foreign judgment rendered
against any of the Swiss Subsidiaries is subject to the limitations set
forth in (x) the Convention on Jurisdiction and Enforcement of
Judgements in Civil and Commercial Matters of September 16, 1988 (the
Lugano Convention), (y) such other international treaties under which
Switzerland is bound, and (z) the Private International Law
Act. In particular, and without limitation to the foregoing, a judgment
rendered by a foreign court may only be enforced in Switzerland if:
(i) (in case of (y) and (z) and, in certain exceptional cases, (x)) the
foreign court had jurisdiction;
(ii) the judgment of such foreign court has become final and non-appealable,
or, in the case of (x), has become enforceable at an earlier stage;
(iii) the court procedures leading to the judgment followed the principles of
due process of law, including proper service of process; and
(iv) the judgment of the foreign court on its merits does not violate Swiss
law principles of public policy.
In addition, enforceability of a judgment by a non-Swiss court in Switzerland
may be limited if the Company can demonstrate that it was not effectively served
with process.
* * *
I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and any reference to me under the heading
"Validity of the Notes" in the prospectus forming a part of the Registration
Statement. In giving such consent, I do not thereby admit that I am in the
category of persons whose consent is required under Section 7 of the Securities
Act.
Very truly yours,
/s/ Peter Ith, Director Legal Services, Novelis AG