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                                                                   Exhibit 3.5

                            CERTIFICATE OF FORMATION
                                       OF
                           CANDLELIGHT MANAGEMENT LLC

              This Certificate of Formation of Candlelight Management LLC, dated
as of November 30, 2000, is being duly executed and filed by the undersigned to
form a limited liability company under the Delaware Limited Liability Company
Act (6 Del. C. Section 18-101., ET SEQ.).

              1.     NAME. The name of the limited liability company formed
       hereby is Candlelight Management LLC (the "COMPANY").

              2.     REGISTERED OFFICE. The address of the registered office of
       the Company in the State of Delaware is The Corporation Trust Company,
       Corporation Trust Center, 1209 Orange Street in the City of Wilmington,
       County of New Castle, Delaware 19801.

              3.     REGISTERED AGENT. The name and address of the registered
       agent for service of process on the Company in the Stare of Delaware is
       The Corporation Trust Company, Corporation Trust Center, 1209 Orange
       Street in the City of Wilmington, County of New Castle, Delaware 19801.

              4.     INDEMNIFTCATION. The debts, obligations and liabilities of
       the Company, whether arising in tort, contract or otherwise, shall be
       solely the debts, obligations and liabilities of the Company, and no
       Member (as such term is defined in the Company's Limited Liability
       Company Agreement) or member of the Board or Directors of the Company
       shall be obligated personally for any such debt, obligation or liability
       of the Company solely by reason of being a member or acting as a member
       of the Board of Directors of the Company. A member of the Board of
       Directors of the Company shall, to the maximum extent permitted by the
       laws of Delaware, have no personal liability to the Company or its Member
       for monetary damages for breach of fiduciary duty as a member of the
       Board of Directors, provided that this provision shall not eliminate or
       reduce the liability of a member of the Board of Directors in any case
       where such elimination or reduction is nor permitted by law.

              IN WITNESS WHEREOF, the undersigned has executed this Certificate
of Formation as of the date first above written.

                                               By: /s/ Jose Misrahi
                                                   -----------------------------
                                                   Name: Jose Misrahi
                                                   Title: Organizer