Exhibit 5.2
Suite 900 Correspondence: Telephone: 902.420.3200 CHARLES S. REAGH
Purdy's Wharf Tower One P.O. Box 997 Fax: 902.420.1417 Direct Dial: 902.420.3335
1959 Upper Water Street Halifax, NS halifax@smss.com Direct Fax: 902.496.6173
Halifax, NS Canada B3J 2X2 www.smss.com csr@smss.com
Canada B3J 3N2
Reference No: NS2272-339
November 14, 2003
CHEVRONTEXACO CAPITAL COMPANY
500 5th Avenue S.W.
Calgary, AB T2P 0L7
CHEVRONTEXACO CORPORATION
6001 Bollinger Canyon Road
San Ramon, CA 94583
PILLSBURY WINTHROP LLP
50 Fremont Street
San Francisco, CA 94105
Dear Sirs:
RE: CHEVRONTEXACO CAPITAL COMPANY (THE "COMPANY") - OFFERING OF DEBT SECURITIES
We have acted as local counsel to the Company in the Province of Nova Scotia
(the "PROVINCE") to the Company, a body corporate incorporated under the laws of
the Province in connection with the Registration Statement on Form S-3 (the
"REGISTRATION STATEMENT") filed with the Securities and Exchange Commission of
the United States of America today by the Company, ChevronTexaco Corporation
("CHEVRONTEXACO") and certain other subsidiaries of ChevronTexaco under the
Securities Act of 1933 of the United States of America, as amended (the
"SECURITIES ACT"), for the registration of securities, including debt securities
("DEBT SECURITIES") to be issued by the Company. The Debt Securities will be
issued under that certain Indenture dated as of July 15, 2002, as supplemented
by the First Supplemental Indenture dated as of September 10, 2002 and the
Second Supplemental Indenture dated as of February 12, 2003 (as supplemented,
the "INDENTURE") each being among the Company, ChevronTexaco and JPMorgan Chase
Bank, as trustee. The Indenture has been filed as an exhibit to the Registration
Statement.
In our capacity as counsel, we have examined originals or copies identified to
our satisfaction as being true copies of the following records, documents or
other instruments in the form provided to us of:
(a) the Company's memorandum and articles of association and the resolutions
of its board of directors and shareholders and other records maintained
by the Company in its minute book;
(b) the Indenture;
November 14, 2003
Page 2
(c) the Registration Statement;
(d) a certificate of status (the "CERTIFICATE OF STATUS") pertaining to the
Company issued on behalf of the Registrar of Joint Stock Companies for
the Province of Nova Scotia, dated November 12, 2003; and
(e) the corporate records of the Company contained in the minute book of the
Company; and
(g) a certificate of an officer of the Company dated the date hereof (the
"OFFICER'S CERTIFICATE").
We have also examined originals or copies, certified or otherwise identified to
our satisfaction, of such other documents, corporate records, certificates of
public officials and other instruments as we have deemed necessary or advisable
for purposes of this opinion.
In stating our opinions, we have assumed:
a. the genuineness of all signatures, the authenticity of all documents
submitted to us as originals and the conformity to original
documents of all documents submitted to us as notarial, certified,
telecopies, conformed or reproduction copies thereof and the
authenticity of the originals of such documents;
b. the completeness and accuracy of all statements of fact set forth in
official public records and certificates and other documents
supplied by public officials;
c. the completeness and accuracy of all statements of fact set forth
in the Officer's Certificate;
d. that the Debt Securities will be as described in the Indenture; and
e. the directors of the Company will at all relevant times have
taken all necessary corporate action to approve the issuance and
establish the terms of the Debt Securities, the terms of the
offerings thereof and related matters.
The opinions hereinafter expressed are limited to the laws of the Province of
Nova Scotia as of the date of this opinion letter and we express no opinion as
to the laws of any other jurisdiction. We express no opinion as to the
requirements of securities laws of the Province of Nova Scotia.
As to various questions of fact relevant to our opinion which we have not
verified independently, we have relied upon certificates of, or letters from,
government officials, the Company or its officers including the Certificate of
Status and the Officer's Certificate.
Based upon and subject to the foregoing and the limitations set forth below, we
are of the opinion that, as of the date hereof:
1. The Company is an unlimited company duly incorporated and organized and
is subsisting under the laws of the Province of Nova Scotia and has the
corporate power and capacity to create, issue and sell the Debt
Securities.
November 14, 2003
Page 3
2. None of the authorization, execution, issue or delivery of the
Indenture or the creation, execution and issuance of the Debt
Securities or the performance by the Company of its obligations under
the Indenture or the Debt Securities will result in a breach of any of
the terms, conditions or provisions of the memorandum of association or
articles of association of the Company or of any statute or regulation
of the Province of Nova Scotia, or federal statute or regulation in
force therein, applicable to the Company.
We hereby consent to the filing of this opinion as Exhibit 5.2 to the
Registration Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Securities Act or the rules and regulations of the Commission promulgated
thereunder.
This opinion is solely for the benefit of the addressees hereof in connection
with the above described transaction and are not for the benefit of any other
person and may not be quoted, in whole or in part, or otherwise referred to or
used for any purpose without our prior written consent. We authorize Pillsbury
Winthrop LLP to rely upon our opinion in providing their opinion in respect of
matters set out above. The opinions herein expressed are given as of the date
hereof and only in respect of facts or circumstances existing as of the date
hereof. We disclaim any obligation or undertaking to advise you of any change in
facts or circumstances or in the law affecting or bearing upon the opinions
rendered herein occurring after the date hereof which come or may be brought to
our attention.
Yours truly,
STEWART MCKELVEY STIRLING SCALES
/s/ Stewart McKelvey Stirling Scales