Exhibit 5.1
July 18, 2002
Kerzner International Limited
Kerzner International North America, Inc.
Atlantis
Coral Towers - Executive Office
Paradise Islands, The Bahamas
Kerzner International Limited
Kerzner International North America, Inc.
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8-7/8% Senior Subordinated Notes due 2011
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Form F-4 Registration Statement
Ladies and Gentleman:
I am General Counsel for Kerzner International Limited, formerly known as
Sun International Hotels Limited, a company organized under the laws of the
Commonwealth of The Bahamas (the "Company") and for Kerzner International
North America, Inc., formerly known as Sun International North America, Inc.,
a Delaware corporation ("KINA" and, together with the Company, the "Issuers"),
and as such have acted as counsel in connection with the filing by the Company
and KINA with the Securities and Exchange Commission (the "Commission") of a
registration statement on Form F-4 (the "Registration Statement") under the
Securities Act of 1933 (the "Act") relating to the proposed issuance (the
"Exchange Offer"), in exchange for up to $200,000,000 aggregate principal
amount of the Issuer's 8-7/8% Senior Subordinated Notes due 2011 (the "Old
Notes") of a like principal amount of 8-7/8% Senior Subordinated Notes due 2011
that are registered under the Act (the "New Notes"). The New Notes are to be
issued pursuant to the indenture dated August 14, 2001, as amended by the
first supplemental indenture dated as of September 19, 2001 and the second
supplemental indenture dated as of May 20, 2002 (as amended, the "Indenture"),
among the Issuers, the guarantors party thereto and The Bank of New York, as
trustee (the "Trustee"). Capitalized
terms used herein and not otherwise defined shall have the meaning ascribed
thereto in the Indenture.
In that connection, I have examined originals, copies or certified copies
(or otherwise identified to my satisfaction) of such documents, corporate
records and other instruments as I have deemed necessary or appropriate for
purposes of this opinion, including the Indenture.
In rendering my opinion, I have assumed (i) the due authorization,
execution and delivery of all documents by all parties other than KINA and the
Non-Bahamian Guarantors (as defined below), (ii) the authenticity of all
documents submitted to me as originals and (iii) conformity to originals of
the documents submitted to me as copies.
Based on the foregoing, I am of opinion as follows:
1. Each of the Indenture and the Registration Statement has been duly
authorized, executed and delivered by KINA and the subsidiaries listed on
Schedule I hereto (the "Non-Bahamian Guarantors") and, assuming due
authorization, execution and delivery thereof by the Trustee, the Indenture
constitutes a legal, valid and binding obligation of KINA and the Non-Bahamian
Guarantors in accordance with its terms (subject to applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent transfer or other similar
laws affecting creditors' rights generally from time to time in effect and to
general principles of equity, including concepts of materiality,
reasonableness, good faith and fair dealing, regardless of whether such
enforceability is considered in a proceeding in equity or at law).
2. The New Notes and the Guarantees issued by the Non-Bahamian Guarantors
have been duly authorized by KINA and the Non-Bahamian Guarantors,
respectively, and, when executed and authenticated in accordance with the
provisions of the Indenture and delivered in exchange for the Old Notes
pursuant to the Exchange Offer, will constitute legal, valid and binding
obligations of KINA and the Non-Bahamian Guarantors, enforceable against KINA
and the Non-Bahamian Guarantors in accordance with their terms and entitled to
the benefits of the Indenture (subject to applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer or other laws affecting
creditors' rights generally from time to time in effect and to general
principles of equity, including concepts of materiality, reasonableness, good
faith and fair dealing, regardless of whether such enforceability is
considered in a proceeding in equity or at law). In expressing the opinion set
forth in this Paragraph 2, I have assumed that the form of the New Notes,
including the Guarantees, will conform to that included in the Indenture.
I hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement.
I am admitted to practice only in the State of New York and express no
opinion herein as to matters governed by any laws other than the State of New
York, the General Corporation Law of the State of Delaware and the Federal
laws of the United States of America. The opinion is rendered to you solely
for your benefit in connection with the transactions referred to above and may
not be relied upon by any other person, firm or corporation without my prior
written consent.
Very truly yours,
/s/ Charles D. Adamo
Charles D. Adamo
Executive Vice President-Corporate
Development and General Counsel
Schedule I
Non-Bahamian Guarantors
Subsidiary Jurisdiction of Organization
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Kerzner International North America, Inc. Delaware
Kerzner International Management Limited British Virgin Islands
Kerzner Investments Connecticut, Inc. Connecticut
Kerzner International Nevada, Inc. Nevada
Kerzner International Resorts Inc. Florida
PIV, Inc. Florida
ISS, Inc. Florida
Kerzner International Marketing, Inc. Florida
Kerzner Investments California, Inc. Delaware
Kerzner Investments New York, Inc. Delaware
Kerzner International New York, Inc. New York
Kerzner International Development Group, Inc. New Jersey
Kerzner Interactive (IOM) Limited Isle of Man
Kerzner Hotels International (Bermuda) Limited Bermuda
Kerzner International Finance (BVI) Limited British Virgin Islands
Aberdeen Management Limited Channel Islands
Kerzner International Vacances SA France
Birbo NV Netherlands Antilles
Kerzner Hotels International Management NV Netherlands Antilles
Purposeful BV Netherlands
Kerzner International Marketing (UK) Limited United Kingdom
Kerzner Interactive Services Limited United Kingdom