Exhibit 5.2
[Letterhead of Willkie Farr & Gallagher LLP]
December 12, 2003
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
Re: Registration Statement on Form F-3
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Ladies and Gentlemen:
We have acted as U.S. counsel to Teva Pharmaceutical Industries Limited
("Teva"), an Israeli corporation, 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 Pharmaceutical Finance II B.V. ("Teva Finance II
BV") and Teva Pharmaceutical Finance III B.V. ("Teva Finance III BV" and,
together with Teva Finance II BV, the "BVs"), each a Netherlands Antilles
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, Orvet Pharmaceuticals Finance S.A., a Luxembourg limited
liability company (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 (together, the
"Companies") 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 $2,000,000,000.00 aggregate amount of:
Teva Pharmaceutical Industries Limited, et. al.
December 12, 2003
Page 2
(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 (the "ADRs");
(ii) senior debt securities to be issued by Teva (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;
(iii) subordinated debt securities to be issued by Teva (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;
(iv) senior debt securities to be issued by a Finance Subsidiary
(collectively, the "Finance Subsidiary Senior Debt Securities"), and
guaranteed by Teva (the "Senior Debt Guarantees"), which may be
issued pursuant to an indenture (the "Finance Subsidiary Senior
Indenture") to be executed by the relevant Finance Subsidiary, Teva
and The Bank of New York;
(v) subordinated debt securities to be issued by a Finance Subsidiary
(collectively, the "Finance Subsidiary Subordinated Debt Securities"
and, together with the Finance Subsidiary Senior Debt Securities,
the "Finance Subsidiary Debt Securities") and guaranteed by Teva
(the "Subordinated Debt Guarantees" and together with the Senior
Debt Guarantees, the "Guarantees"), which may be issued pursuant to
an indenture (the "Finance Subsidiary Subordinated Indenture" and,
together with the Finance Subsidiary Senior Indenture, the "Finance
Subsidiary Indentures") to be executed by the relevant Finance
Subsidiary, Teva and The Bank of New York;
(vi) warrants (the "Warrants") to purchase debt or equity securities of
Teva, debt securities of the Finance Subsidiaries or securities of
third parties or other rights;
(vii) 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
(viii) 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.
For purposes of the opinions hereinafter expressed, we have examined copies of
the Certificate of Formation and the Operating Agreement of each LLC, the
Amended and Restated Deposit Agreement, dated as of February 12, 1997, among
Teva, The Bank of New York as depositary and the holders of ADRs issued
thereunder (the "Deposit Agreement"), the forms of the Teva
Teva Pharmaceutical Industries Limited, et. al.
December 12, 2003
Page 3
Indentures and the Finance Subsidiary Indentures, the Registration Statement and
originals or copies, certified and otherwise identified to our satisfaction, of
such other documents, corporate or limited liability company records,
certificates of public officials and other instruments as we have deemed
necessary as a basis for the opinions expressed herein. Insofar as the opinions
expressed herein involve factual matters, we have relied (without independent
factual investigation), to the extent we deemed proper or necessary, upon
certificates of, and other communications with, officers and employees of the
Companies and upon certificates of public officials. In addition, our opinion in
paragraph (1) below is based solely upon a certificate of good standing issued
by the Secretary of State of Delaware.
In making the examinations described above, we have assumed the genuineness of
all signatures, the capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such documents.
In connection with the opinions as to enforceability expressed below, such
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium and other similar laws relating to or affecting creditors' rights
generally, subject to general principles of equity and to limitations on
availability of equitable relief, including specific performance (regardless of
whether such enforceability is considered in a proceeding in equity or at law)
or by an implied covenant of good faith and fair dealing.
In connection with all of the opinions expressed below, we have assumed that, at
or prior to the time of the delivery of any such security, (i) the Board of
Directors (or the relevant equivalent) with respect to the relevant Company
shall have duly established the terms of such security and duly authorized the
issuance and sale of such security and such authorization shall not have been
modified or rescinded; (ii) such parties other than the LLCs shall have the
power, corporate or other, to enter into and perform all obligations in
accordance with the documents to be executed by such parties; (iii) upon the
execution and delivery by such parties other than the Companies of such
documents, that such documents shall constitute valid and binding obligations of
such parties; (iv) the Registration Statement shall have been declared effective
and such effectiveness shall not have been terminated or rescinded; and (v)
there shall not have occurred any change in law affecting the validity or
enforceability of such security. We have also assumed that none of the terms of
any security to be established subsequent to the date hereof, nor the issuance
and delivery of such security, nor the compliance by the Companies with the
terms of such security will violate any applicable law or will result in a
violation of any provision of any instrument or agreement then binding upon the
relevant Company, or any restriction imposed by any court or governmental body
having jurisdiction over the relevant Company.
Based upon and subject to the foregoing, we are of the opinion that:
1) Each LLC has been duly formed and is validly existing in good standing
as a limited liability company under the Delaware Limited Liability
Company Act.
Teva Pharmaceutical Industries Limited, et. al.
December 12, 2003
Page 4
2) Assuming the Deposit Agreement has been duly authorized, executed and
delivered by the parties thereto, when ADRs are issued in accordance
with the Deposit Agreement against the deposit of duly authorized,
validly issued, fully paid and non-assessable Ordinary Shares, such
ADRs will be validly issued and will entitle the holders thereof to
the rights specified therein.
3) When the Teva Indentures have been duly authorized, executed and
delivered by the parties thereto, and when the specific terms of a
particular series of Teva Debt Securities have been duly authorized
and established in accordance with the relevant Teva Indenture and
such Teva Debt Securities have been duly authorized, executed,
authenticated, issued and delivered in accordance with the relevant
Teva Indenture and any applicable underwriting or other agreement,
such Teva Debt Securities will constitute valid and binding
obligations of Teva, enforceable against Teva in accordance with its
terms.
4) When a Finance Subsidiary Indenture has been duly authorized, executed
and delivered by the parties thereto, and when the specific terms of a
particular series of Finance Subsidiary Debt Securities have been duly
authorized and established in accordance with such Finance Subsidiary
Indenture and such Finance Subsidiary Debt Securities have been duly
authorized, executed, authenticated, issued and delivered in
accordance with such Finance Subsidiary Indenture and any applicable
underwriting or other agreement, such Finance Subsidiary Debt
Securities will constitute valid and binding obligations of such
Finance Subsidiary, and Teva's Guarantee under each Finance Subsidiary
Indenture with respect to such Finance Subsidiary Debt Securities will
constitute valid and binding obligations of Teva, enforceable against
such Finance Subsidiary and Teva in accordance with its terms.
5) When the Warrants have been duly authorized by Teva, the applicable
warrant agreement and the applicable warrant certificates have been
duly issued and delivered by Teva as described in the Registration
Statement and any prospectus supplement relating thereto, the Warrants
will constitute valid and binding obligations of Teva, enforceable
against Teva in accordance with their terms.
6) When the Purchase Contracts have been duly authorized by Teva, and the
applicable purchase contract agreement has been duly authorized,
executed and delivered as described in the Registration Statement and
any prospectus supplement relating thereto, the Purchase Contracts
will constitute valid and binding obligations of Teva, enforceable
against Teva in accordance with their terms.
7) When the Units have been duly authorized by Teva, all corporate action
on the part of Teva has been taken to authorize and execute and
deliver or issue the securities underlying such Units, and any
applicable unit agreement has been duly authorized, executed and
delivered, such unit agreement will constitute valid and binding
obligations of Teva, enforceable against Teva in accordance with their
terms.
Teva Pharmaceutical Industries Limited, et. al.
December 12, 2003
Page 5
Our opinions set forth herein are based upon our consideration of only those
statutes, rules and regulations which, in our experience, are normally
applicable to issuers of securities of the nature of the securities described
herein.
The opinions expressed herein are limited to matters governed by the federal
laws of the United States of America, the laws of the State of New York and the
Delaware Limited Liability Company Act, and we express no opinion with respect
to the laws of any other country, state or jurisdiction.
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 issued or promulgated thereunder.
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.
Very truly yours,
/s/ Willkie Farr & Gallagher LLP