WALKERS
Attorneys-at-Law
P.O. Box 265GT, Walker House,
Grand Cayman, Cayman Islands
Tel: (345) 949-0100 Fax: (345) 949-7886
Email: info@walkers.com.ky
5 October 2001 Our Ref: HOL/nc/I0241-25104
International Financial Group Inc.
P.O. Box 10098 APO
Grand Pavilion Commercial Centre
West Bay Road, Grand Cayman, Cayman Islands
F.A.O.: The Board of Directors
Dear Sirs,
We have been asked to provide this legal opinion to you with regard to the laws
of the Cayman Islands in relation to International Financial Group Inc. (the
"Company").
For the purposes of giving this opinion, we have examined the documents listed
in Schedule 1 hereto.
In giving this opinion we have relied upon the assumptions set out in Schedule 2
hereto, which we have not independently verified.
We are Attorneys-at-Law in the Cayman Islands and express no opinion as to any
laws other than the laws of the Cayman Islands in force and as interpreted at
the date hereof.
Based upon the foregoing examinations and assumptions and upon such searches as
we have conducted and having regard to legal considerations which we deem
relevant, we are of the opinion that under the laws of the Cayman Islands:
1. The Company is an exempted company duly incorporated and validly existing
under the laws of the Cayman Islands.
2. The authorised share capital of the Company is US$50,000 divided into
50,000,000 ordinary shares of a nominal or par value of US$0.001 each.
According to the Register of Members of the Company provided to us by
Corporate Stock Transfer, Inc. on 29 August 2001, 20,000,000 ordinary
shares (the "Ordinary Shares") are issued and outstanding to IFG World
Holdings Inc.
3. The issue of the Ordinary Shares has been duly authorised by the Company
and the Ordinary Shares have been validly issued to IFG World Holdings
Inc., as fully paid.
4. The liability of a holder of shares in a company incorporated under the
laws of the Cayman Islands (in such person's capacity as a holder of shares
in that company) is limited to the amount, if any, unpaid on the shares
respectively held by such holder.
5. There are no stamp duties, income taxes, withholdings, levies, registration
taxes, or other duties or similar taxes or charges now imposed, or which
under the present laws of the Cayman Islands could in the future become
imposed, in connection with the issue of the Ordinary Shares by the
Company.
6. According to the Register of Directors and Officers of the Company provided
to us by the Company, Mr Kevin Mellor is listed as a Director and as the
President of the Company.
This opinion is limited to the matters referred to herein and shall not be
construed as extending to any other matter or document not referred to herein.
We consent that a copy of this opinion may be included as an exhibit to the
Company's Amendment No. 3 to Registration Statement on Form F-1 to be filed with
the Securities and Exchange Commission pursuant to the Securities Act of 1933,
as amended and we consent to the reference to our firm under the caption
entitled "Legal Matters". This opinion is governed by and shall be construed in
accordance with the laws of the Cayman Islands.
Yours faithfully,
WALKERS
Schedule 1
List of Documents Examined
(1) the Memorandum and Articles of Association of the Company;
(2) an executed copy of written resolutions of the Directors of the Company
dated 13th March, 2000, 14th June 2000 and 7th March 2001 (the "Directors
Resolutions");
(3) the Register of Directors and Officers and the Register of Members of the
Company;
(4) an executed copy of the written ordinary resolution of the sole shareholder
of the Company dated 14th April 2000 resolving to subdivide the authorised
share capital of the Company from US$50,000 divided into 50,000 ordinary
shares of a nominal or par value of US$1.00 to US$50,000 divided into
50,000,000 ordinary shares of a nominal or par value of US$0.001 (the
"Shareholder's Resolution");
(5) such other documents as we have considered necessary for the purposes of
rendering this opinion.
Schedule 2
Assumptions
The opinions hereinbefore given are based upon the following assumptions:
1. All original documents are authentic, that all signatures and seals are
genuine, that all documents purporting to be sealed have been so sealed,
that all copies are complete and conform to their original.
2. The Minute Book of the Company provided to us by the Company contains a
complete and accurate record of the business transacted by it.
3. The copies of the Memorandum and Articles of Association, Register of
Directors and Officers and Register of Mortgages and Charges provided to us
by the Company and the copy of the Register of Members provided to us by
Corporate Stock Transfer, Inc. on 29 August 2001, are true and correct
copies of the originals of the same and that all matters required by law to
be recorded therein are so recorded.
4. The Directors Resolutions were duly adopted in accordance with the Articles
of Association of the Company.