EXHIBIT 5.4
Chancery Chambers
ATTORNEYS-AT-LAW
CHANCERY HOUSE, HIGH STREET
BRIDGETOWN, BARBADOS
WEST INDIES
TREVOR A. CARMICHAEL, B.Sc., (Econ.), M.A., Ph.D., Q.C. TELEPHONE: (246) 431-0070
of the Middle Temple, Barrister-at-Law TELECOPIER: (246) 431-0076
ANDREW C. FERREIRA, LL.B., (Hons.)
Associate
JACQUELINE R. CHACKO, B.A. (Hons.), LL.B., (Hons.)
Associate
KEISHA N. HYDE, LL.B., (Hons.)
Associate
CLAIRE A. LEWIS, LL.B., (Hons.), LL.M.
Associate
BRYAN A.R. VOLNEY
Solicitor and Attorney-at-Law
September 2, 2005
Matter No: 2050153
STATS ChipPAC Ltd.
STATS ChipPAC, Inc.
STATS ChipPAC Test Services, Inc.
STATS Holdings Limited
ChipPAC International Company Limited
ChipPAC Luxembourg S.a.R.L.
ChipPAC Liquidity Management Hungary Limited Liability Company
STATS ChipPAC (BVI) Limited
STATS ChipPAC Malaysia Sdn. Bhd.
Dear Sirs,
RE: STATS CHIPPAC (BARBADOS) LTD. (THE "COMPANY") - FILING OF REGISTRATION
STATEMENT
We have acted as Barbados legal counsel to the Company, a company incorporated
under the laws of Barbados. We have been asked to provide this legal opinion
with regard to the filing of a Registration Statement on Form F-4 under the US
Securities Act of 1933, as amended, in respect of the issuance of new 7.5%
Senior Notes due 2010 (the "EXCHANGE NOTES") pursuant to a registered exchange
offer (the "EXCHANGE OFFERING") and the subsidiary guarantee to be furnished by
the Company in connection with such Exchange Notes (the "EXCHANGE NOTE
SUBSIDIARY GUARANTEE").
For the purpose of giving this opinion, we have examined the following documents
and such statutes, public and corporate records and certificates, and have
considered such questions of law as we have considered relevant and necessary as
the basis for the opinions hereinafter set out:
(a) the Certificate and Articles of Incorporation of the Company;
(b) the By-Laws of the Company;
September 2, 2005 Page 2
MATTER NO.: 2050153
Re: STATS ChipPac (Barbados) Ltd. (the "Company") -- filing of Registration
Statement
(c) the written consent in lieu of a meeting of the Board of Directors on the
12th day of July, 2005 authorising the Company to execute and deliver the
Subsidiary Guarantee Agreement and the Exchange Note Subsidiary Guarantee,
and the filing of the Registration Statement with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, and;
(d) Certificate of Good Standing dated the 25th day of August, 2005; and
(e) such other corporate records, authorisations and other documents of the
Company as we have deemed necessary or advisable in connection with the
opinions hereinafter expressed.
In our examination of the documents referred to herein, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity to authentic originals of all documents
submitted to us as copies or as reproductions (including facsimiles and
electronic mail).
We are licensed to practice law in Barbados and express no opinion as to any
laws other than the laws of Barbados in force and as interpreted at the date
hereof.
Based on the foregoing examinations and assumptions, and upon such searches as
we have conducted and having regard to the legal considerations which we deem
relevant and subject to the qualifications set out herein, we are of the opinion
that under the laws of Barbados:
(a) The Company is a company duly incorporated, organised and validly existing
under the laws of Barbados and is in good standing with the Registrar of
Companies;
(b) The Company has all the requisite corporate power and capacity to carry on
business from Barbados as it is currently being conducted;
(c) The Company has all requisite corporate power and authority to execute and
deliver and perform its obligations under the Subsidiary Guarantee
Agreement and to consummate the transactions contemplated thereby;
(d) The Exchange Note Subsidiary Guarantee to be endorsed on the Exchange Note
is merely the Notation of Guarantee on the Exchange Note;
(e) The Exchange Note Subsidiary Guarantee to be endorsed on the Exchange Note
has been duly authorised for execution, delivery and performance by the
Company in accordance with the terms of the Indenture and the Subsidiary
Guarantee Agreement;
September 2, 2005 Page 3
MATTER NO.: 2050153
Re: STATS ChipPac (Barbados) Ltd. (the "Company") -- filing of Registration
Statement
(f) The Exchange Note Subsidiary Guarantee to be endorsed on the Exchange Note
if and when issued upon consummation of the Exchange Offering as set forth
in the Registration Statement, will be the legal, valid and binding
obligation of the Company and be enforceable against the Company in
accordance with its terms and entitled to the benefits of the Indenture and
the Subsidiary Guarantee Agreement; and
(g) The Subsidiary Guarantee Agreement has been duly authorised, executed and
delivered by the Company by all necessary corporate action.
This opinion is given in respect of the laws of Barbados and solely for your
benefit and may not be relied upon by any other person, or for any purpose other
than the above referenced transactions, without our prior written consent.
Notwithstanding the foregoing, we consent to the filing of this opinion as an
exhibit to the Registration Statement.
Yours truly,
CHANCERY CHAMBERS
/s/ Jacqueline R. Chacko
Jacqueline R. Chacko