Exhibit 99.2
[LETTERHEAD OF MAPLES AND CALDER]
Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
U.S. Bank National Association
One Federal Street, 3rd Floor
Boston MA 02110
26 May 2006
Dear Sirs
AMKOR TECHNOLOGY LIMITED, AN EXEMPTED COMPANY INCORPORATED WITH LIMITED
LIABILITY IN THE CAYMAN ISLANDS (THE "COMPANY")
We act as counsel as to Cayman Islands law to the Company in connection with the
entry by the Company into the Transaction Documents (as defined below).
1 DOCUMENTS REVIEWED
We have reviewed originals, copies, drafts or conformed copies of the following
documents:
1.1 the Certificate of Incorporation dated 26 May 1989, the Certificate of
Incorporation on Change of Name dated 27 March 1990, the Certificate of
Incorporation on Change of Name dated 12 October 1993, the Certificate of
Incorporation on Change of Name dated 2 January 2001 and Memorandum and
Articles of Association of the Company as registered on 26 May 1989 as
amended by special resolution on 27 May 1994 and 12 April 2002;
1.2 the written resolutions of the Company dated 9 May 2006;
1.3 a Certificate of Good Standing issued by the Registrar of Companies (the
"CERTIFICATE OF GOOD STANDING");
1.4 a certificate from a Director of the Company a copy of which is annexed
hereto (the "DIRECTOR'S CERTIFICATE"); and
1.5 the documents listed in the Schedule hereto;
The documents referred to in the Schedule hereto are collectively referred to as
the "TRANSACTION DOCUMENTS".
2 ASSUMPTIONS
The following opinion is given only as to, and based on, circumstances and
matters of fact existing and known to us on the date of this opinion. This
opinion only relates to the laws of the Cayman Islands which are in force on the
date of this opinion. In giving this opinion we have relied (without further
verification) upon the completeness and accuracy of the Director's Certificate
and the Certificate of Good Standing. We have also relied upon the following
assumptions, which we have not independently verified:
2.1 the Transaction Documents have been or will be authorised and duly executed
and delivered by or on behalf of all relevant parties (other than the
Company as a matter of Cayman Islands law) in accordance with all relevant
laws (other than the laws of the Cayman Islands);
2.2 copy documents, conformed copies or drafts of documents provided to us are
true and complete copies of, or in the final forms of, the originals;
2.3 all signatures, initials and seals are genuine;
2.4 the power, authority and legal right of all parties under all relevant laws
and regulations (other than, with respect to the Company, the laws of the
Cayman Islands) to enter into, execute, deliver and perform their
respective obligations under the Transaction Documents;
2.5 there is nothing under any law (other than the law of the Cayman Islands)
which would or might affect the opinions hereinafter appearing.
Specifically, we have made no independent investigation of the laws of the
State of New York.
3 OPINIONS
Based upon, and subject to, the foregoing assumptions and the qualifications set
out below, and having regard to such legal considerations as we deem relevant,
we are of the opinion that:
3.1 The Company has been duly incorporated as an exempted company with limited
liability and is validly existing and in good standing under the laws of
the Cayman Islands.
3.2 The Company has full power and authority under its Memorandum and Articles
of Association to enter into, execute and perform its obligations under the
Transaction Documents.
3.3 The execution and delivery of the Transaction Documents and the performance
by the Company of its obligations thereunder does not conflict with or
result in a breach of any of the terms or
provisions of the Memorandum and Articles of Association of the Company or
any law, public rule or regulation applicable to the Company in the Cayman
Islands currently in force.
3.4 The execution, delivery and performance of the Transaction Documents has
been authorised by and behalf of the Company and, assuming the Transaction
Documents have been executed and delivered by a signatory of the Company,
the Transaction Documents have been duly executed and delivered on behalf
of the Company.
3.5 No authorisations, consents, approvals, licenses, validations or exemptions
are required by law from any governmental authorities or agencies or other
official bodies in the Cayman Islands in connection with:
3.5.1 the creation, execution or delivery of the Transaction Documents by
the Company;
3.5.2 subject to the payment of the appropriate stamp duty, enforcement of
the Transaction Documents against the Company; or
3.5.3 the performance by the Company of its obligations under any of the
Transaction Documents.
3.6 Based solely on our inspection of the Grand Court Cause Book for the period
26 May 1989 to 31 May 1995 and the Register of Writs and Other Originating
process in the Grand Court of the Cayman Islands there were no actions or
petitions pending against the Company in the Grand Court of the Cayman
Islands as at close of business in the Cayman Islands on 24 May 2006.
3.7 It is not necessary to ensure the legality, validity or admissibility in
evidence of the Transaction Documents that any document be filed, recorded
or enrolled with any governmental authority or agency or any official body
in the Cayman Islands.
3.8 The authorised share capital of the Company is 50,000 Shares of US$1 par
value each, of which 25,601 shares (the "SHARES") have been issued and,
assuming that the subscription moneys for the Shares have been paid in full
to the Company in accordance with the Company's Memorandum and Articles of
Association, the Shares are non assessable and fully paid up. The holder of
the Shares is Amkor International Holdings which is a subsidiary of Amkor
Technology Inc.
4 QUALIFICATIONS
The opinions expressed above are subject to the following qualifications:
4.1 To maintain the Company in good standing under the laws of the Cayman
Islands, annual filing fees must be paid and returns made to the Registrar
of Companies.
4.2 The obligations of the Company may be subject to restrictions pursuant to
United Nations sanctions as implemented under the laws of the Cayman
Islands.
4.3 We make no comment with regard to the references to foreign statutes in the
Transaction Documents.
We express no view as to the commercial terms of the Transaction Documents or
whether such terms represent the intentions of the parties and make no comment
with regard to the representations that may be made by the Company.
This opinion may be relied upon by the addressees only. It may not be relied
upon by any other person except with our prior written consent.
Yours faithfully
/s/ Maples and Calder
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MAPLES and CALDER
SCHEDULE
TRANSACTION DOCUMENTS
1. The Indenture (the "INDENTURE") dated 26 May 2006 between Amkor Technology,
Inc., US Bank National Association and the Guarantors named therein.
2. The Notes Guarantee (the "NOTES GUARANTEE") dated 26 May 2006 granted by
the Company.