Exhibit 5.3
December 2, 2003
Companhia Vale do Rio Doce
Avenida Graca Aranha, No. 26
20030-900 Rio de Janeiro, RJ, Brazil
Vale Overseas Limited
P.O. Box 908 GT, Walker House
Georgetown, Grand Cayman, Cayman Islands
Ladies and Gentlemen:
We have acted as special United States counsel to Companhia
Vale do Rio Doce, a company (sociedade anonima) organized under the laws of the
Federative Republic of Brazil ("CVRD"), and Vale Overseas Limited, an exempted
company incorporated with limited liability under the laws of the Cayman Islands
("Vale Overseas"), in connection with the preparation and filing with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act"), of a registration statement on Form
F-3 (the "Registration Statement") relating to the offering from time to time,
together or separately and in one or more series (if applicable), of (i)
unsecured debt securities of CVRD (the "CVRD Securities") and (ii) unsecured
debt securities of Vale Overseas guaranteed by CVRD (the "Vale Overseas
Securities" and, together with the CVRD Debt Securities, the "Securities"). The
Securities being registered under the Registration Statement will have an
aggregate initial offering price of up to U.S. $2,000,000,000, or the equivalent
thereof in one or more other currencies and will be offered on a continuous or
delayed basis pursuant to the provisions of Rule 415 under the Securities Act.
Unless otherwise provided in any prospectus supplement forming
a part of the Registration Statement relating to a particular series of
Securities, the CVRD Securities are to be
Companhia Vale do Rio Doce
Vale Overseas Limited, p. 2
issued under an indenture (the "CVRD Indenture") to be entered into between CVRD
and JPMorgan Chase Bank, as trustee (the "CVRD Trustee"). The Vale Overseas
Securities are to be issued under an indenture, dated as of March 8, 2002 ("the
"Original Vale Overseas Indenture"), as it will be supplemented by a third
supplemental indenture thereto (the "Third Supplemental Indenture" and, together
with the Original Vale Overseas Indenture, the "Vale Overseas Indenture") among
Vale Overseas, CVRD and JPMorgan Chase Bank, as trustee (the "Vale Overseas
Trustee"). Pursuant to the Vale Overseas Indenture, CVRD will unconditionally
guarantee all of Vale Overseas' obligations under the Vale Overseas Securities
(the "Guarantee").
In arriving at the opinions expressed below, we have reviewed
the Registration Statement, including the form of the CVRD Indenture and the
Vale Overseas Indenture attached thereto as exhibits and we have reviewed
originals or copies certified or otherwise identified to our satisfaction of all
such corporate records of CVRD and Vale Overseas and such other instruments and
other certificates of public officials, officers and representatives of CVRD and
Vale Overseas and such other persons, and we have made such investigations of
law, as we have deemed appropriate as a basis for the opinions expressed below.
In rendering the opinions expressed below, we have assumed the authenticity of
all documents submitted to us as originals and the conformity to the originals
of all documents submitted to us as copies, and we have assumed and have not
verified the accuracy as to factual matters of each document we have reviewed.
Based on the foregoing, and subject to the further
assumptions and qualifications set forth below, it is our opinion that:
1. The CVRD Securities will be valid, binding and enforceable
obligations of CVRD, entitled to the benefits of the CVRD Indenture.
2. The Vale Overseas Securities will be valid, binding and
enforceable obligations of Vale Overseas, entitled to the benefits of the Vale
Overseas Indenture.
3. The Guarantee of the Vale Overseas Securities will be a
valid, binding and enforceable obligation of CVRD, entitled to the benefits of
the Vale Overseas Indenture.
Insofar as the foregoing opinions relate to the validity,
binding effect or enforceability of any agreement or obligation of CVRD or Vale
Overseas, (a) we have assumed that each of CVRD and Vale Overseas, as the case
may be, and each other party to such agreement or obligation has satisfied or,
prior to the issuance of the Securities, will satisfy those legal requirements
that are applicable to it to the extent necessary to make such agreement or
obligation enforceable against it (except that no such assumption is made as to
CVRD or Vale Overseas regarding matters of the federal law of the United States
of America or the law of the State of New York that in our experience are
normally applicable to general business entities in relation to the transactions
contemplated in the CVRD Indenture, the Vale Overseas Indenture and the
Securities) and (b) such opinions are subject to applicable bankruptcy,
insolvency and similar laws affecting creditors' rights generally and to general
principles of equity and to the effect of judicial application of foreign laws
or foreign governmental actions affecting creditors' rights.
Companhia Vale do Rio Doce
Vale Overseas Limited, p. 3
In rendering the opinions expressed in paragraphs 1, 2 and 3
above, we have assumed that each series of Securities will be issued with an
original aggregate principal amount (or, in the case of any Securities issued at
original issue discount, an aggregate issue price) of $2,500,000 or more.
We have further assumed that (i) the Registration Statement
and any amendments thereto (including post-effective amendments) will have
become effective and comply with all applicable laws, (ii) the Registration
Statement will be effective and will comply with all applicable laws at the time
the Securities are offered or issued as contemplated by the Registration
Statement, (iii) the terms of all Securities will conform to the forms thereof
contained in the applicable indenture and will not violate any applicable law,
result in a default under or breach of any agreement or instrument binding upon
or violate any requirement or restriction imposed by any court or governmental
body having jurisdiction over (a) CVRD in the case of the CVRD Securities or (b)
CVRD and Vale Overseas in the case of the Vale Overseas Securities, (iv) the
CVRD Indenture, as duly authorized, executed and delivered by CVRD and
authenticated by the CVRD Trustee at the time of the issuance of CVRD
Securities, will conform to the form thereof contained in the Registration
Statement, (v) the Third Supplemental Indenture, as duly authorized, executed
and delivered by Vale Overseas and CVRD and authenticated by the Vale Overseas
Trustee at the time of the issuance of Vale Overseas Securities, will conform to
the form thereof contained in the Registration Statement, (vi) the Securities
will be issued, sold and delivered to, and paid for by, the purchasers at the
price specified in, and in accordance with the terms of, an agreement or
agreements duly authorized, executed and delivered by the parties thereto, (vii)
CVRD, in the case of CVRD Securities, or Vale Overseas, in the case of Vale
Overseas Securities, will authorize the offering and issuance of the Securities
and will authorize, approve and establish the final terms and conditions thereof
and will enter together with the CVRD Trustee or the Vale Overseas Trustee, as
applicable, into any necessary supplemental indenture relating to the Securities
and will take any other appropriate additional corporate action, and (viii)
certificates, if required, representing the Securities will be duly executed and
delivered and, to the extent required by the applicable indenture, duly
authenticated and countersigned.
We express no opinion as to the enforceability of (i) Section
10.8 of the CVRD Indenture providing for indemnification by CVRD of the CVRD
Trustee and the holders of CVRD Securities against any loss in obtaining the
currency due to the CVRD Trustee or such holders of CVRD Securities from a court
judgment in another currency or (ii) Section 10.8 of the Vale Overseas Indenture
providing for indemnification by Vale Overseas and CVRD of the Vale Overseas
Trustee and the holders of Vale Overseas Securities against any loss in
obtaining the currency due to the Vale Overseas Trustee or such holders of Vale
Overseas Securities from a court judgment in another currency.
In addition, we note that the waiver of defenses relating to
the Guarantee in Article 12 of the Vale Overseas Indenture may be ineffective to
the extent that any such defense involves a matter of public policy in New York
(such as reflected in New York's anti-champerty statute).
The foregoing opinions are limited to the federal law of the
United States of America and the law of the State of New York.
Companhia Vale do Rio Doce
Vale Overseas Limited, p. 4
We hereby consent to the filing of this opinion as Exhibit 5.3
to the Registration Statement and to the reference to this firm in the
prospectus constituting a part of the Registration Statement and in any
prospectus supplements related thereto under the heading "Validity of the Debt
Securities" as counsel for CVRD and Vale Overseas who have passed on the
validity of the Securities being registered by the Registration Statement. In
giving such 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 thereunder.
Very truly yours,
CLEARY, GOTTLIEB, STEEN & HAMILTON
By: /s/ Nicolas Grabar
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Nicolas Grabar, a Partner