EXHIBIT 5.8
LEVY & SALOMAO
A D V O G A D O S
AV. BRIG. FARIA LIMA, 2601
LUIZ ROBERTO DE ASSIS 12(0)ANDAR - 01452-924
(55 11) 3365-5118 SAO PAULO - SP - BRASIL
lassis@levysalomao.com.br TEL(11)3365-5050
FAX(11)3365-5048
SCN - QUADRA 4 - BLOCO B
6(0)ANDAR - SL 603A - 70714-906
BRASILIA - DF - BRASIL
TEL(61)3426-6070
FAX(61)3426-6091
PRAIA DE BOTAFOGO, 440
15(0)ANDAR - 22250-908
RIO DE JANEIRO - RJ - BRASIL
TEL(21)2223-6363
FAX(21)2223-6379
www.levysalomao.com.br
1244/5473
Sao Paulo,
August 1st, 2005
Novelis Inc.
3399 Peachtree Road, NE, Suite 1500
Atlanta, Georgia 30326
Re: US$1,400,000,000 7-1/4% Senior Notes due 2015 of Novelis Inc.
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, we, as Brazilian counsel to Novelis do Brasil Ltda. (the "Brazilian
Guarantor"), 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, and upon the basis of the
assumptions and subject to the reservations set out below, we advise you that,
in our opinion:
i) Brazilian Guarantor has been duly organized and is an existing
corporation under the laws of the Federative Republic of Brazil;
ii) the Indenture has been duly authorized, executed and delivered by
Brazilian
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Guarantor;
iii) the Guarantees have been duly authorized by Brazilian Guarantor, and
iv) 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 Brazilian
Guarantor, 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.
The foregoing opinion is limited to the laws of the Federative
Republic of Brazil and we are expressing no opinion as to the effect of the laws
of any other jurisdiction.
We express no opinion on the need of authorizations from,
communications to, or filings with, the Agencia Nacional de Energia Eletrica
("ANEEL").
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 Brazilian Guarantor), the Notes have been duly
authorized by the Company, the Guarantees have been duly authorized by the
Guarantors (other than Brazilian Guarantor) and that the Company and the
Guarantors (other than Brazilian Guarantor) 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 independent
verified.
In addition, the opinion set out in this letter is based upon
the following assumptions which we have not independent verified:
i) the genuineness of all signatures, the conformity to the originals of
all documents supplied to us as copies and the authenticity of the
originals of such documents;
ii) the absence of any other arrangements between the parties to the
documents examined by us which modify or supersede any of their terms;
iii) the absence of any other corporate acts or decisions of Brazilian
Guarantor which modify or supersede the decisions evidenced by the
corporate acts examined by us, including but not limited to the
resolution of the Brazilian Guarantor's shareholders dated January 13,
2005 which authorized the granting of the
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Guarantees by Brazilian Guarantor; and
iv) the validity of the Notes, the Indenture and the Guarantees under, and
their conformity with, the law chosen to govern them.
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.
Very truly yours,
LEVY & SALOMAO ADVOGADOS
/s/ By: Luiz Roberto de Assis