Exhibit 5.2
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 Associate 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 as such have acted as
counsel in connection with the filing by the Company and Kerzner International
North America, Inc., formerly known as Sun International North America, Inc.,
a Delaware corporation (together with the Company, the "Issuers"), with the
Securities and Exchange Commision (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.
For the purposes of this opinion, I have assumed:
(a) the genuineness of all signatures, the authenticity of all
documents submitted to me as originals and the conformity to
original documents of all such documents submitted to me as
copies;
(b) that such documents as are expressed to be governed by laws
other than those of the Commonwealth of The Bahamas constitute
legal, valid and binding obligations of each party thereto and
are enforceable in accordance with their respective terms under
the laws by which they are expressed to be governed;
(c) the capacity, power and authority of each of the parties to all
documents other than the Company and the Bahamian Guarantors to
execute, deliver, and perform their respective obligations
under same;
(d) the due execution and delivery of all documents by or on behalf
of each of the parties thereto other than the Company and the
Bahamian Guarantors; and
(e) that the public records examined by me were at the time of my
examination (which occurred not more than one week prior to the
date hereof) up to date and accurate.
I am qualified to render opinions only as to the laws of the Commonwealth of
The Bahamas applicable therein, and I express no opinion as the laws of any
other jurisdiction.
Based upon and relying upon the foregoing (and subject to the assumptions and
qualifications contained herein), I am of the following opinion:
1. Each of the Indenture and the Registration Statement has
been duly and validly authorized, executed and delivered by the
Company and the subsidiaries listed on Schedule I hereto (the
"Bahamian Guarantors") and, assuming due authorization, execution
and delivery thereof by the Trustee, the Indenture constitutes a
legal, valid and binding obligation of the Company and the Bahamian
Guarantors in accordance with its terms.
2. The New Notes and the Guarantees issued by the Bahamian
Guarantors have been duly authorized by the Issuers and the 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 the Company and
the Bahamian Guarantors, enforceable against the Company and the
Bahamian Guarantors in accordance with their
terms and entitled to the benefits of the Indenture. 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.
These opinions are subject to the following reservations:
Any judgment obtained against the Company or any Bahamian Guarantor for
liquidated amounts in civil matters, after due trial by a court of competent
jurisdiction, and which is final and conclusive as to the issues in
contention, is actionable in the Bahamian courts and is impeachable only on
the grounds of (a) fraud, (b) public policy and (c) natural justice.
Such enforceability may be limited (a) by the effect of applicable bankruptcy,
reorganization, insolvency, moratorium or similar laws of general application
now or hereafter in effect, including without limitation, laws limiting or
affecting the enforcement of creditors' rights generally, (b) by the
application of general principles of equity (regardless of whether enforcement
is considered in proceedings at law or in equity); and (c) by claims becoming
barred under the Limitation Act or as claims may be or become subject to
defenses of set-off or counterclaim.
The charge of a higher rate of interest in the event of default may amount to
a penalty and as such may be unenforceable.
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 Commonwealth of The Bahamas and
express no opinion herein as to matters governed by any laws other than the
Commonwealth of The Bahamas. 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/ Giselle M. Pyfrom
Giselle M. Pyfrom
Senior Vice President and General Counsel
Schedule I
Bahamian Guarantors
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Subsidiary Jurisdiction of Organization
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Kerzner International Bahamas Limited Commonwealth of The Bahamas
Paradise Acquisitions Limited Commonwealth of The Bahamas
Paradise Island Limited Commonwealth of The Bahamas
Paradise Enterprises Limited Commonwealth of The Bahamas
Island Hotel Company Limited Commonwealth of The Bahamas
Paradise Beach Inn Limited Commonwealth of The Bahamas
Kerzner International Timeshare Limited Commonwealth of The Bahamas
Paradise Island Futures Limited Commonwealth of The Bahamas
Kerzner International Development Limited Commonwealth of The Bahamas
Paradise Security Services Limited Commonwealth of The Bahamas
Kerzner Interactive Limited Commonwealth of The Bahamas
Bahamas e-Trading Limited Commonwealth of The Bahamas
Kerzner Interactive Data Limited Commonwealth of The Bahamas
Kerzner International Development (Timeshare) Commonwealth of The Bahamas
Limited