[LETTERHEAD OF A&L GOODBODY]
[LOGO]
August 1, 2005
Novelis Inc.
3399 Peachtree Road, NE, Suite 1500
Atlanta, Georgia 30326.
Dear Sirs,
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, we, as legal
advisors to Novelis Aluminium Holding Company ("NAHC") , have examined such
corporate records, certificates and other documents, and such questions of law,
as we have considered necessary or appropriate for the purposes of this opinion.
Upon the basis of such examination, we advise you that, in our opinion, (1) NAHC
has been duly organized and is an existing corporation under the laws of
Ireland, (2) the Indenture has been duly authorized, executed and delivered by
NAHC, (3) the Guarantees have been duly authorized by NAHC, 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 NAHC, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to
or affecting creditors' rights and to general equity principles. In addition our
opinion is subject to the following qualifications:
1. an Irish court is unlikely to grant a remedy in respect of performance
obligations (as opposed to financial obligations) of the Company where such
obligations are ones that it is not capable of performing.
2. an order of specific performance or any other equitable remedy is a
discretionary remedy and is not available when damages are considered to be
an adequate remedy;
3. this opinion is given subject to general provisions of Irish law relating
to insolvency, bankruptcy, liquidation, reorganisation, receivership,
moratoria, court scheme of arrangement, administration and examination, and
the fraudulent preference of creditors and other Irish law generally
affecting the rights of creditors;
4. this opinion is subject to the general laws relating to the limitation of
actions in Ireland;
5. a determination, description, calculation, opinion or certificate of any
person as to any matter provided for in the Indenture and the Guarantees
might be held by the Irish courts not to be final, conclusive or binding if
it could be shown to have an unreasonable, incorrect, or arbitrary basis or
not to have been made in good faith;
6. additional interest imposed by any clause of the Indenture or the
Guarantees might be held to constitute a penalty and the provisions of that
clause imposing additional interest would thus be held to be void. The
fact that such provisions are held to be void would not in itself prejudice
the legality and enforceability of any other provisions of the relevant
document but could restrict the amount recoverable by way of interest under
such document;
7. claims may be or become subject to defences of set-off or counter-claim;
8. under Section 1002 of the Taxes Consolidation Act, 1997, any debt to a
person (including any deposit with a financial institution) may be attached
by the Revenue Commissioners in order to discharge any liabilities of that
person in respect of outstanding tax whether the liabilities are due on its
own account or as an agent or trustee. This right of the Revenue
Commissioners (on which there is no case law) may override the rights of
the holders of security (whether fixed or floating) in relation to the debt
in question.
9. an Irish court has power to stay an action where it is shown that there is
some other forum having competent jurisdiction which is more appropriate
for the trial of the action, in which the case can be tried more suitably
for the interests of all the parties and the ends of justice.
10. the enforceability of severance clauses is at the discretion of the court
and may not be enforceable in all circumstances;
11. a waiver of all defences to any proceedings may not be enforceable;
12. provisions in the Indenture or the Guarantees providing for indemnification
resulting from loss
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suffered on conversion of the amount of a claim made in a foreign currency
into euro in a liquidation may not be enforceable;
13. an Irish court may refuse to give effect to undertakings contained in
Indenture or the Guarantees that the Company will pay legal expenses and
costs in respect of any action before the Irish courts;
14. we express no opinion on any taxation matters or on the contractual terms
of the relevant documents other than by reference to the legal character
thereof.
The foregoing opinion is limited to Ireland and we are expressing no opinion as
to the effect of the laws of any other jurisdiction.
We 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 us to be responsible, and we have assumed that the Indenture has been duly
authorized, executed and delivered by each of the parties thereto (other than
NAHC), the Notes have been duly authorized by the Company, the Guarantees have
been duly authorized by the Guarantors (other than NAHC) and that the Company
and the Guarantors (other than NAHC) have been duly organized and are existing
corporations in good standing under the laws of their respective jurisdictions
of organizations, assumptions which we have not independently verified. We have
also assumed:-
a) the authenticity of all documents submitted to us as originals and the
completeness and conformity to the originals of all copies of documents of
any kind furnished to us;
b) that the copies produced to us of minutes of meetings and/or of resolutions
are true copies and correctly record the proceedings of such meetings
and/or the subject-matter which they purport to record and that any
meetings referred to in such copies were duly convened and held and that
all resolutions set out in such minutes were duly passed and are in full
force and effect;
c) the genuineness of the signatures and seals on all original and copy
documents which we have examined;
d) that the memorandum and articles of association of the Company furnished to
us are correct and up to date;
e) the accuracy and completeness as to factual matters of the representations
and warranties of the Company contained in the Indenture;
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f) that there are no agreements or arrangements in existence and of which we
are not aware which in any way amend or vary the terms of the transactions
as disclosed by the Indenture;
g) without having made any investigation, that the terms of the Indenture and
the Guarantees are lawful and fully enforceable under the laws of New York
and any other applicable laws other than the laws of Ireland;
h) the accuracy and completeness of all information appearing on public
records; and
i) that the Company has entered into the Indenture and will enter the
Guarantees in good faith, for its legitimate business purposes, for good
consideration, and that it will derive commercial benefit from the
Indenture and the Guarantees commensurate with the risks undertaken by it
in the transaction.
j) that there are no agreements or arrangements in existence and of which we
are not aware which in any way amend or vary the terms of the transactions
as disclosed by the Indenture and the Guarantees;
k) without having made any investigation, that the terms of the Indenture and
the Guarantees are lawful and fully enforceable under the laws of New York
and any other applicable laws other than the laws of Ireland; and
l) the accuracy and completeness of all information appearing on public
records.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and any reference to us under the heading "Validity of
the Notes" in the prospectus forming a part of 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.
Yours faithfully
/s/ A&L Goodbody
Direct Line: +353 1 649 2316
M-1024658-1
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