EXHIBIT 5.6
[Letterhead of Linklaters Loesch]
Teva Pharmaceutical Industries Limited
Teva Pharmaceutical Finance II, LLC
Teva Pharmaceutical Finance III, LLC
Teva Pharmaceutical Finance II B.V.
Teva Pharmaceutical Finance III B.V.
Teva Pharmaceuticals Finance Ireland Limited
Teva Pharmaceuticals Finance Iceland I hf.
Teva Pharmaceuticals Finance Iceland II hf.
Orvet Pharmaceuticals Finance S.A.
c/o Teva Pharmaceutical Industries Limited
5 Basel Street
P.O. Box 3190
Petach Tikva 49131 Israel
12 December 2003
Ladies and Gentlemen:
Registration Statement on Form F-3
We are acting as special Luxembourg counsel for Orvet Pharmaceutical SA, a
Luxembourg limited liability company ("Orvet Finance I") in connection with the
preparation and filing of a Registration Statement on Form F-3 (the
"Registration Statement") by Teva Pharmaceutical Industries Limited, an Israeli
corporation ("Teva"), Teva Pharmaceutical Finance II BV and Teva Pharmaceutical
Finance III, B.V. ("Teva Finance II BV" and "Teva Finance III B.V.,"
respectively and together the "BVs"), Teva Pharmaceutical Finance II, LLC ("Teva
Finance II LLC") and Teva Pharmaceutical Finance III, LLC ("Teva Finance III
LLC" and, together with Teva Finance II LLC, the "LLCs"), each a Delaware
limited liability company, Teva Pharmaceuticals Finance Ireland Limited ("Teva
Finance Ireland"), an Irish limited liability company, Teva Pharmaceuticals
Finance Iceland I hf. ("Teva Finance I Iceland") and Teva Pharmaceuticals
Finance Iceland II hf. ("Teva Finance II Iceland" and together with Teva Finance
I Iceland, the "Iceland Subsidiaries"), each an Icelandic limited liability
company, and Orvet Finance I (together with the LLCs, the BVs, Teva Finance
Ireland and the Iceland Subsidiaries, the "Finance Subsidiaries"), in connection
with the preparation and filing of a Registration Statement on Form F-3 (the
"Registration Statement") by Teva and the Finance Subsidiaries with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended (the "Act"), for the registration of the sale from time to time of up to
$2,000,000,000 aggregate amount of:
(a) by Teva, (i) American Depositary Shares ("ADSs"), each representing one
ordinary share, par value NIS 0.10 per share, of Teva (the "Ordinary
Shares") and evidenced by American Depositary
Receipts; (ii) senior debt securities (the "Teva Senior Debt
Securities"), which may be issued pursuant to an indenture (the "Teva
Senior Indenture") to be executed by Teva and The Bank of New York; and
subordinated debt securities (the "Teva Subordinated Debt Securities"
and, together with the Teva Senior Debt Securities, the "Teva Debt
Securities"), which may be issued pursuant to an indenture (the "Teva
Subordinated Indenture" and, together with the Teva Senior Indenture, the
"Teva Indentures") to be executed by Teva and The Bank of New York; (iii)
warrants (the "Warrants") to purchase debt or equity securities of Teva,
debt securities of the Finance Subsidiaries or securities of other
parties or other rights; (iv) purchase contracts (the "Purchase
Contracts") for the purchase or sale of Teva's securities or securities
of third parties, a basket of such securities, an index or indices of
such securities or any combination of the above; and (v) units (the
"Units") consisting of one or more Purchase Contracts, Warrants, debt
securities, ADSs, Ordinary Shares, other debt securities or any
combination of such securities; and
(b) by each of the Finance Subsidiaries, (i) senior debt securities (those
issued by Orvet Finance I, the "Orvet Finance Senior Debt Securities"),
guaranteed by Teva, which may be issued pursuant to an indenture (when
executed by Orvet Finance I, an "Orvet Finance Senior Indenture" and when
executed by Orvet Finance I, an "Orvet Finance Senior Indenture") to be
executed by the applicable Subsidiary, Teva and The Bank of New York; and
(ii) subordinated debt securities (those issued by Orvet Finance I, the
"Orvet Finance Subordinated Debt Securities" and, together with the Orvet
Finance Senior Debt Securities, the "Orvet Finance Debt Securities,"
guaranteed by Teva, which may be issued pursuant to an indenture (when
executed by Orvet Finance, an "Orvet Finance Subordinated Indenture," and
together with the Orvet Finance Senior Indentures, the "Orvet Finance
Indentures," to be executed by the applicable Subsidiary, Teva and The
Bank of New York.
In this capacity, we have examined a copy of the Registration Statement.
Terms and expressions defined or referred to in the Registration Statement,
which are not otherwise defined herein, shall have the same meaning herein.
We have also examined originals or copies of the following corporate documents:
(i) a copy of the Articles of Incorporation of Orvet Finance I dated July 9,
2001 which according a search carried out at Luxembourg Registers open to
the public have remained unchanged at the date hereof (the "Articles of
Incorporation");
(ii) an extract from the Luxembourg Commercial and Companies Register
concerning Orvet Finance I dated September 3, 2001;
(iii) a Power of Attorney dated December 10, 2003, issued for and on behalf of
Orvet Finance I in favor of Steven Melkman, Th. J. Andriessen and William
A. Fletcher and each of them (the "Powers of Attorney").
In our examination of the documents referred to above and in expressing our
opinion, we have assumed without independent verification of any kind:
- - the genuineness of all signatures on all documents we have reviewed;
- - the authenticity of all such documents submitted to us as originals;
- - the conformity with the originals of all documents submitted to us as
copies;
- - that the Resolutions and the Powers of Attorney have not been revoked or
amended in any way; and
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- - the entering into the Orvet Finance Indenture may require certain
Luxembourg regulatory clearances, such as the change of status of Orvet
Finance I into a licensed credit institution.
In rendering the following opinion, we are opining on the matters hereinafter
referred to, only insofar as they are governed by the laws of Luxembourg as
currently in effect and applied by the courts of Luxembourg. We have made no
investigation of and express no opinion in relation to the laws of any
jurisdiction other than Luxembourg law.
Based on and subject to the foregoing, we are of the opinion that:
1 Orvet Finance I is a limited liability company (societe anonyme) duly
organized and existing under the laws of Luxembourg and has all requisite
corporate power and authority to own its properties and to conduct its
business as described in the Registration Statement and as set forth in
its Articles of Incorporation.
2 When an Orvet Finance Indenture has been duly authorized executed and
delivered by the parties thereto in accordance with the form thereof that
we have reviewed, and when the specific terms of a particular series of
Orvet Finance I Debt Securities have been duly authorized and established
in accordance with the relevant Orvet Finance Indenture and any
applicable underwriting or other agreement, such Orvet Finance Debt
Securities will constitute valid and binding obligations of Orvet Finance
I, enforceable against Orvet Finance I in accordance with its terms;
provided that the specific terms of the relevant series of Orvet Finance
Debt Securities do not violate mandatory provisions of Luxembourg law.
3 A competent Luxembourg court would recognise the non-exclusive
irrevocable submission by Orvet Finance I to the jurisdiction of any of
federal or state courts sitting in the State of New York regarding any
matter arising out of or in relation to the obligations of Orvet Finance
I under Orvet Finance Indentures and such submission would be binding
upon Orvet Finance I.
4 The United States and Luxembourg do not currently have a treaty providing
for reciprocal recognition and enforcement of judgments in civil and
commercial matters. Therefore, a final judgment for the payment of money
rendered by any federal or state court in the United States based on
civil liability, whether or not predicated solely upon the federal
securities laws of the United States, would not be directly enforceable
in Luxembourg, but would so upon fulfilment of applicable recognition
(exequatur) proceedings.
Our opinion is subject to the following qualifications:
(i) the binding effect and validity of any obligations of or against Orvet
Finance I is subject to all limitations by reason of bankruptcy,
insolvency, moratorium, controlled management, general settlement with
creditors, liquidation, reorganisation and other laws of general
application relating to or affecting the rights of creditors;
(ii) the enforcement of any obligations of or against Orvet Finance I will be
subject to general statutory principles of Luxembourg law and no opinion
is given herein as to the availability in a Luxembourg Court of any
specific performance remedy, other than monetary damages, for the
enforcement of any obligation related to Orvet Finance Indentures and
this opinion should not be taken to imply that a Luxembourg Court would
necessarily grant any remedy; in particular, orders for specific
performance and injunctions will not be available;
(iii) claims may become barred under the statutes of limitation or may be or
become subject to defences of set-off or counterclaim;
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(iv) where obligations are to be performed in a jurisdiction outside
Luxembourg they may not be enforceable in Luxembourg to the extent that
performance would be illegal under the laws of that other jurisdiction;
(v) any obligation to pay a sum of money in a currency other than the euro
will be enforceable in Luxembourg in terms of euro only. Monetary
judgments may be expressed in a foreign currency or its euro equivalent
at the time of judgment or payment;
(vi) obligations to make payments that may be regarded as penalties might not
be enforceable;
(vii) a Luxembourg court will not necessarily award costs and disbursements in
litigation in accordance with contractual provisions in this regard;
(viii) a certificate, determination, calculation or designation of any party to
the foregoing instruments as to any matter provided therein might be held
by a Luxembourg court not to be conclusive, final and binding if, for
example, it could be shown to have an unreasonable or arbitrary basis or
in the event of manifest error;
(ix) the admissibility as evidence of the documents before a Luxembourg Court
or Public Authority ("autorite constituee") to which the documents are
produced may require that the documents come with a complete or partial
translation into French or German and registration of the documents might
be ordered and a registration fee become payable if a document were to be
adduced as evidence before a Luxembourg Court or exhibited before another
official authority ("autorite constituee") in Luxembourg;
(x) as regards jurisdiction, a Luxembourg Court may stay proceedings if
concurrent proceedings between the same parties and on the same grounds
have been brought previously before another Court; and
(xi) we make no comment with regard to any representations, which may be made
by the Orvet Finance I in the Registration Statement.
This opinion speaks as of its date and is confined to and is solely given on the
basis of the laws of Luxembourg as applied by the Luxembourg Courts and as
presently in force. We undertake no responsibility to notify any addressee of
this opinion of any change in the laws of Luxembourg or their construction or
application after the date of this opinion.
In this opinion, Luxembourg legal concepts are expressed in English terms and
not in their original French terms. The concepts concerned may not be identical
to the concepts described by the same English terms as they exist under the laws
of other jurisdictions. This opinion may, therefore, only be relied upon under
the express condition that it is given under Luxembourg law and case law and
that any issues of interpretation arising thereunder will be governed by
Luxembourg law and be brought before a Luxembourg Court.
We express no opinion as to any laws other than the laws of Luxembourg and we
have assumed that there is nothing in any other law that affects our opinion. In
particular, we have made no independent investigation of the New York law as the
basis for the opinion stated herein and do not express or imply any opinion on
such law.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. By giving our consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the Act or
the rules and regulations promulgated thereunder.
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This opinion is being delivered to you solely for your information in connection
with the above matter. This letter addresses matters only as of the date hereof,
may not be relied upon in any manner by any other person and is not to be used,
circulated, quoted or otherwise referred to for any other purpose without our
express written permission.
Sincerely,
/s/ Tom LOESCH
Linklaters Loesch
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