Exhibit 5.2
[On the letterhead of Allen & Gledhill]
22 March 2005
STATS ChipPAC Ltd.
10 Ang Mo Kio Street 65
#05-17/20 Techpoint
Singapore 569059
Dear Sirs
REGISTRATION STATEMENT ON FORM F-4 OF STATS CHIPPAC LTD.
1. We have acted as special legal counsel in the Republic of Singapore
("SINGAPORE") to STATS ChipPAC Ltd. (the "COMPANY") in connection with the
authorisation, issue and sale by the Company of US$215,000,000 6.75% Senior
Notes due 2011 (the "NOTES"), pursuant to an exchange offer (the "EXCHANGE
OFFER") as described in the Registration Statement on Form F-4 (the 1933,
"REGISTRATION STATEMENT") dated 22 March 2005 under the Securities Act of
as amended (the "SECURITIES ACT").
2. For the purpose of rendering this opinion, we have examined (i) the
documents listed and, where appropriate, defined in the Schedule to this
opinion and (ii) such other documents as we have considered necessary to
examine in order that we may render this opinion.
3. We have assumed:
(i) that the Indenture (as defined in the Schedule to this opinion) is
within the capacity and powers of, and has been validly authorised
by, each party thereto (other than the Company) and has been validly
executed and delivered by and on behalf of each party thereto and
that the Notes will be validly executed, issued and delivered by or
on behalf of each party thereto;
(ii) the genuineness of all signatures on all documents, the legal
capacity of natural persons, the authenticity of all documents
submitted to us as originals, the completeness, and the conformity
to original documents, of all copies submitted to us and the
authenticity of the originals of such latter documents;
(iii) that the copies of the Memorandum and Articles of Association, the
Certificate of Incorporation of Private Company, the Certificate of
Incorporation on Change of Name, the Certificate of Incorporation on
Conversion to a Public Company and the Certificate Confirming
Incorporation under the New Name of the Company submitted to us for
examination are true, complete and up-to-date copies;
(iv) that the copy of the Board Resolutions (as defined in the Schedule
to this opinion) submitted to us for examination are true, complete
and up-to-date copies and that the Board Resolutions have not been
rescinded or modified and they remain in full force and effect and
that no other resolution or other action has been taken which could
affect the validity of the Board Resolutions;
(v) that the information disclosed by the search made on 17 March 2005
(the "ACRA SEARCH") at the Accounting and Corporate Regulatory
Authority in Singapore (the "ACRA") against the Company is true and
complete and that such information has not since then been
materially altered and that such search did not fail to disclose any
material information which has been delivered for filing but did not
appear on the public file at the time of the search;
(vi) that the information disclosed by the searches made on 17 March 2005
(the "COURT SEARCHES") of the Cause Book kept at the Supreme Court
of Singapore for the years of 2003, 2004 and 2005 against the
Company is true and complete and that such information has not since
then been materially altered and that such searches did not fail to
disclose any material information which has been delivered for
filing but was not disclosed at the time of the searches;
(vii) that the Indenture constitutes, and the Notes, when duly issued upon
consummation of the Exchange Offer, will constitute legal, valid,
binding and enforceable obligations of the parties thereto for all
purposes under the laws of all jurisdictions other than Singapore;
(viii) that there are no provisions of the laws of any jurisdiction (other
than Singapore) which may be contravened by the execution or
delivery of the Indenture or the offering, issue, sale and delivery
of the Notes and that, insofar as any obligation expressed to be
incurred or performed under the Indenture or the Notes falls to be
performed in or is otherwise subject to the laws of any jurisdiction
(other than Singapore), its performance will not be illegal by
virtue of the laws of that jurisdiction;
(ix) that all consents, approvals, authorisations, licences, exemptions
or orders required from any governmental body or agency outside
Singapore and all other requirements outside Singapore for the
legality, validity and enforceability of the Indenture and the Notes
have been duly obtained or fulfilled and are and will remain in full
force and effect and that any conditions to which they are subject
have been satisfied;
(x) that (a) none of the parties to the Indenture or the Notes nor any
of their respective officers or employees has notice of any matter
which would adversely affect the validity or regularity of the Board
Resolutions and (b) the Board Resolutions have not been rescinded or
modified and remain in full force and effect and that no other
resolution or other action has been taken which may affect the
validity of the Board Resolutions;
(xi) that all forms, returns, documents, instruments, exemptions or
orders required to be lodged, filed, notified, advertised, recorded,
registered or renewed with any governmental body or agency outside
Singapore, at any time prior to, on or subsequent to issue of the
Notes, for the legality, validity and enforceability of the
Indenture and the Notes and the offering, issue, sale and delivery
of the Notes, have been or will be duly lodged, filed, notified,
advertised, recorded, registered or renewed and that any conditions
in relation to such lodgement, filing, notification, advertisement,
recording, registration or renewal have been satisfied;
(xii) that approval for the listing of the Notes on the SGX-ST will be
granted by the SGX-ST; and
(xiii) that the Notes will be duly issued and duly delivered upon
consummation of the Exchange Offer against receipt of the old notes
(as referred to in the Registration Statement) surrendered in
exchange therefore as contemplated by the Registration Statement.
4. The ACRA Search and the Court Searches revealed no order or resolution for
the winding-up of the Company and no notice of appointment of a receiver or
judicial manager for the Company. It should be noted that such searches are
not capable of revealing whether or not a winding-up petition has been
presented. Notice of a winding-up order made or resolution passed or a
receiver or judicial manager appointed may not be filed at the ACRA
immediately.
5. Based upon and subject to the foregoing, and subject to the qualifications
set forth below and any matters not disclosed to us, we are of the opinion
that:
(i) the Company is a company duly incorporated and validly existing
under Singapore law;
(ii) the Company has the corporate power under Singapore law to execute
and deliver the Indenture and the Notes and to perform its
obligations thereunder;
(iii) subject to any matters not disclosed to us, the Company has taken
all necessary corporate action required under Singapore law to
authorise the entry into, execution and delivery of the Indenture
and, assuming due authorisation, execution and delivery thereof by
the Trustee (as defined in the Indenture), the Indenture constitutes
valid, legally binding and enforceable obligations of the Company
under Singapore law; and
(iv) the Notes have been duly authorised by the Company for issuance in
the Exchange Offer, and when executed, authenticated, issued and
delivered in the manner provided for in the Indenture, the Notes
will constitute valid, legally binding and enforceable obligations
of the Company under Singapore law.
6. This opinion relates only to the laws of general application of Singapore
as at the date hereof and as currently applied by the Singapore courts, and
is given on the basis that it will be governed by and construed in
accordance with Singapore law. We have made no investigation of, and do not
express or imply any views on, the laws of any country other than
Singapore. In respect of the Indenture, the Notes and the Registration
Statement, we have assumed due compliance with all matters concerning
United States federal and New York laws and the laws of all other relevant
jurisdictions other than Singapore.
7. The qualifications to which this opinion is subject are as follows:
(i) the term "ENFORCEABLE" as used above means that the obligations
assumed or to be assumed by the Company under the Indenture and the
Notes are of a type which the Singapore courts enforce. It does not
mean that those obligations will necessarily be enforced in all
circumstances in accordance with their terms;
(ii) enforcement of the obligations of the Company under the Indenture and
the Notes may be affected by prescription or lapse of time,
bankruptcy, insolvency, liquidation, reorganisation, reconstruction or
similar laws generally affecting creditors' rights;
(iii) the power of the Singapore courts to grant equitable remedies such
as injunction and specific performance is discretionary and
accordingly a Singapore court may make an award of damages where an
equitable remedy is sought;
(iv) where under the Indenture or the Notes, any person is vested with a
discretion or may determine a matter in its opinion, Singapore law
may require that such discretion is exercised reasonably or that
such opinion is based upon reasonable grounds;
(v) by virtue of the Limitation Act, Chapter 163 of Singapore, failure
to exercise a right of action for more than six years will operate
as a bar to the exercise of such right and failure to exercise such
a right for a lesser period may result in such right being waived;
(vi) a Singapore court may stay proceedings if concurrent proceedings are
brought elsewhere;
(vii) where obligations are to be performed in a jurisdiction outside
Singapore, they may not be enforceable in Singapore to the extent
that performance would be illegal or contrary to public policy under
the laws of that jurisdiction;
(viii) provisions in the Indenture or the Notes as to severability may not
be binding under Singapore law and the question of whether or not
provisions which are illegal, invalid or unenforceable may be
severed from other provisions in order to save such other provisions
depends on the nature of the illegality, invalidity or
unenforceability in question and would be determined by a Singapore
court at its discretion;
(ix) a Singapore court may refuse to give effect to clauses in the
Indenture or the Notes in respect of the costs of unsuccessful
litigation brought before a Singapore court or where the court has
itself made an order for costs;
(x) we express no opinion on the legality or enforceability of the
performance by the Company of its obligations of indemnification or
contribution set forth in the Indenture;
(xi) provisions in the Indenture or the Notes relating to any additional
sum imposed on the Company where it has defaulted in the performance
of any of its obligations may not be enforceable in a Singapore
court if they are construed as a penalty;
(xii) any term of an agreement may be amended orally by all the parties
notwithstanding provisions to the contrary in the Indenture or the
Notes;
(xiii) this opinion is given on the basis that there has been no amendment
to or termination or replacement of the documents, authorisations
and approvals referred to in paragraph 2 of this opinion and on the
basis of Singapore law in force as at the date of this opinion. This
opinion is also given on the basis that we undertake no
responsibility to notify any addressee of this opinion of any change
in Singapore law after the date of this opinion;
(xiv) under general principles of Singapore law, except as may be provided
for under the Contracts (Rights of Third Parties) Act, Chapter 53B
of Singapore, a person who is not a contracting party to an
agreement is not entitled to the benefits of the agreement and may
not enforce the agreement; and
(xv) we express no opinion on the irrevocability of the appointment of an
agent to accept service of process.
8. As the primary purpose of our professional engagement was not to establish
or confirm factual matters or financial, accounting or statistical matters
and because of the wholly or partially non-legal character of many of the
statements contained in the Registration Statement, we express no opinion
or belief on and do not assume any responsibility for the accuracy,
completeness or fairness of any of the statements contained in the
Registration Statement and we make no representation that we have
independently verified the accuracy, completeness or fairness of such
statements. Without limiting the foregoing, we express no belief and assume
no responsibility for, and have not independently verified the accuracy,
completeness or fairness of the financial statements and schedules and
other financial and statistical data included or incorporated in the
Registration Statement, and we have not examined the accounting, financial
or statistical records from which such financial statements, schedules and
data are derived.
9. We consent to the filing of this opinion as Exhibit 5.2 to the Registration
Statement and to the reference to this firm under the caption "Legal
Matters" in the Registration Statement. In giving this consent, we do not
thereby admit that we are included in the category of persons whose consent
is required under Section 7 of the Securities Act or the rules and
regulations of the U.S. Securities and Exchange Commission.
Yours faithfully
/s/ Allen & Gledhill
SCHEDULE
1. An executed copy of the Indenture (the "INDENTURE") dated 18 November 2004
made between the Company and U.S. Bank, National Association, as trustee
(the "TRUSTEE").
2. A copy of the Registration Statement.
3. The form of the Notes (as set out in Exhibit A of the Indenture).
4. Certified true copies of the Memorandum and Articles of Association of the
Company, its Certificate of Incorporation of Private Company, its
Certificate of Incorporation on Change of Name, its Certificate of
Incorporation on Conversion to a Public Company and its Certificate
Confirming Incorporation under the New Name of the Company.
5. Certified true extract of the resolutions in writing of the directors of
the Company dated 2 September 2004 and 27 October 2004 (the "BOARD
RESOLUTIONS").