Exhibit 5.3
ZEVEN & ASSOCIATES
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Netherlands Antilles Lawyers Telephone: (212) 986-9595
1285 Avenue of the Americas Facsimile: (212) 986-0005
35th Floor E-mail: zeven@zeven.com
New York, NY 10019-6028 Internet: www.zeven.com
Frank P.C. Zeven
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 are acting as Netherlands Antilles counsel for Teva Pharmaceutical Finance
II, BV and Teva Pharmaceutical Finance III, BV ("Teva Finance II BV" and "Teva
Finance III BV," respectively and together the "BVs"), each a Netherlands
Antilles limited liability company, 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"), 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
Pharmaceuticals Finance S.A., a Luxembourg limited liability company, ("Orvet
Finance" and together with the LLCs, the BVs, Teva Finance Ireland and the
Iceland Subsidiaries, the "Finance Subsidiaries"), in connection with the
preparation and filing of 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 US$ 2,000,000,000.00 aggregate principal 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
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ZEVEN & ASSOCIATES
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Teva Pharmaceutical Industries Limited and its Finance Subsidiaries
December 12, 2003
Page 2
(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 Teva Finance II BV, the "Teva Finance II BV Senior Debt
Securities" and those issued by Teva Finance III BV, the "Teva Finance
III BV Senior Debt Securities"), guaranteed by Teva, which may be
issued pursuant to an indenture (when executed by Teva Finance II BV,
a "Teva Finance II BV Senior Indenture" and when executed by Teva
Finance III BV, a "Teva Finance III BV Senior Indenture") to be
executed by the applicable Subsidiary, Teva and The Bank of New York;
and (ii) subordinated debt securities (those issued by Teva Finance II
BV, the "Teva Finance II BV Subordinated Debt Securities" and,
together with the Teva Finance II BV Senior Debt Securities, the "Teva
Finance II BV Debt Securities," and those issued by Teva Finance III
BV, the "Teva Finance III BV Subordinated Debt Securities," and
together with the Teva Finance III BV Senior Debt Securities, the
"Teva Finance III BV Debt Securities"), guaranteed by Teva, which may
be issued pursuant to an indenture (when executed by Teva Finance II
BV, a "Teva Finance II BV Subordinated Indenture," and together with
the Teva Finance II BV Senior Indentures, the "Teva Finance II BV
Indentures," and when executed by Teva Finance III BV, a "Teva Finance
III BV Subordinated Indenture," and together with the Teva Finance III
BV Senior Indentures, the "Teva Finance III BV Indentures") to be
executed by the applicable Subsidiary, Teva and The Bank of New York.
In this capacity, we have examined copies of the following documents:
(a) the Registration Statement; and
(b) the forms of the Teva Finance II BV Indentures and the Teva
Finance III BV Indentures.
ZEVEN & ASSOCIATES
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Teva Pharmaceutical Industries Limited and its Finance Subsidiaries
December 12, 2003
Page 3
Terms and expressions defined or referred to in the Registration Statement and
the forms of the Teva Finance II BV Indentures and the Teva Finance III BV
Indentures, which are not otherwise defined herein, shall have the same meaning
herein.
We have also examined originals or copies of the following corporate documents
of the Company:
(a) a copy of the Articles of Incorporation of each of the BVs as in
effect as at the date hereof (together the "Articles of
Incorporation");
(b) an extract from the registration of each of the BVs with the
Commercial Register of the Chamber of Commerce and Industry at
Curacao, each dated December 11, 2003;
(c) resolutions of the Board of Managing Directors of each of the BVs,
both dated December 10, 2003 (the "Resolutions"), authorizing the
authorizing the execution, delivery of the Registration Statement by
the BVs; and
(d) a Power of Attorney dated December 11, 2003, issued for and on behalf
of each of the BVs 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:
(1) the genuineness of all signatures on all documents we have reviewed;
(2) the authenticity of all such documents submitted to us as originals;
(3) the conformity with the originals of all documents submitted to us as
copies;
(4) that the Teva Finance II BV Indentures and the Teva Finance III BV
Indentures will constitute the legal, valid and binding obligations of
the parties thereto other than the BVs, enforceable against the said
parties in accordance with their respective terms;
(5) that the Teva Finance II BV Indentures and the Teva Finance III BV
Indentures will be legal, valid, binding and enforceable under the
laws under which they are expressed to be construed and by which they
are expressed to be governed; and
ZEVEN & ASSOCIATES
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Teva Pharmaceutical Industries Limited and its Finance Subsidiaries
December 12,2003
Page 4
(6) that the Resolutions and the Powers of Attorney have not been revoked
or amended in any way.
As to any facts material to the opinions expressed herein which were not
independently established or verified, we have relied upon written or oral
statements and representations of officers and other representatives of the
Company. Any reference in this opinion to our "knowledge", "awareness" or the
equivalent, means the conscious awareness of facts or other information by any
lawyer of Zeven & Associates that gave attention to the matters addressed in
this opinion, and does not include constructive notice of matters in public
records, among other things.
In rendering the following opinion, we are opining on the matters hereinafter
referred to, only insofar as they are governed by the laws of the Netherlands
Antilles as currently in effect and applied by the courts of the Netherlands
Antilles. We have made no investigation of and express no opinion in relation to
the laws of any jurisdiction other than the Netherlands Antilles.
Based on and subject to the foregoing, we are of the opinion that:
1) Each of the BVs is a limited liability company in the form of a
"besloten vennootschap" duly organized and existing under the laws of
the Netherlands Antilles 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 the
purpose clause (Article 2) of their respective articles of
incorporation. Each of the BVs has been duly registered with the
Chamber of Commerce and Industry at Curacao, Netherlands Antilles.
2) When the Teva Finance II BV Indentures have been duly authorized,
executed and delivered by the parties thereto in accordance with the
forms thereof that we have reviewed, and when the specific terms of a
particular series of Teva Finance II BV Debt Securities have been duly
authorized and established in accordance with the relevant Teva
Finance II BV Indenture and such Teva Finance II BV Debt Securities
have been duly authorized, executed, authenticated, issued and
delivered in accordance with the relevant Teva Finance II BV Indenture
and any applicable underwriting or other agreement, such Teva Finance
II BV Debt Securities will constitute valid and binding obligations of
Teva Finance II BV, enforceable against Teva Finance II BV in
accordance with their terms provided, that the specific terms of the
relevant particular series of Teva Finance II BV Debt Securities do
not violate mandatory provisions of Netherlands Antilles law and the
Articles of Incorporation.
ZEVEN & ASSOCIATES
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Teva Pharmaceutical Industries Limited and its Finance Subsidiaries
December 12, 2003
Page 5
3) When the Teva Finance III BV Indentures have been duly authorized,
executed and delivered by the parties thereto in accordance with the
forms thereof that we have reviewed, and when the specific terms of a
particular series of Teva Finance III BV Debt Securities have been
duly authorized and established in accordance with the relevant Teva
Finance III BV Indenture and such Teva Finance III BV Debt Securities
have been duly authorized, executed, authenticated, issued and
delivered in accordance with the relevant Teva Finance III BV
Indenture and any applicable underwriting or other agreement, such
Teva Finance III BV Debt Securities will constitute valid and binding
obligations of Teva Finance III BV, enforceable against Teva Finance
III BV in accordance with its terms provided, that the specific terms
of the relevant particular series of Teva Finance III BV Debt
Securities do not violate mandatory provisions of Netherlands Antilles
law and the Articles of Incorporation.
4) A competent Netherlands Antilles Court would respect the non-exclusive
irrevocable submission by Teva Finance II BV and/or Teva Finance III
BV 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 Teva Finance II BV and Teva Finance III
BV under the Teva Finance II BV Indentures and Teva Finance III BV
Indentures, respectively, and such submission is binding upon Teva
Finance II BV and Teva Finance III BV, respectively.
5) The United States and the Netherlands Antilles 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 the Netherlands Antilles.
If the party in whose favor such a final judgment is rendered brings a
new suit in a competent court in the Netherlands Antilles, that party
may submit to the Netherlands Antilles court the final judgment that
has been rendered in the United States. Since the laws of the State of
New York have been chosen to govern the Teva Finance II BV Indentures
and the Teva Finance III BV Indentures, Teva Finance II BV and Teva
Finance III BV have in their free will submitted to the jurisdiction
of the federal or state courts sitting in the State of New York in
connection with disputes relating to the Teva Finance II BV Indentures
and Teva Finance III BV Indentures, and to the Teva Finance II BV Debt
Securities and Teva Finance III BV Debt Securities, respectively. The
holders, by acquiring the Teva Finance II BV Debt Securities or Teva
Finance III BV Debt Securities, have voluntarily accepted such choice
of law and choice of forum. A judgment obtained in any such court will
be considered and recognized by the competent courts of the
Netherlands Antilles to be part of the Teva Finance II BV Debt
Securities and Teva Finance III BV Debt Securities, and such courts
would grant a judgment in accordance with a United States judgment
that would be enforceable in the
ZEVEN & ASSOCIATES
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Teva Pharmaceutical Industries Limited and its Finance Subsidiaries
December 12,2003
Page 6
Netherlands Antilles generally, without any re-examination of the merits of
the original judgment; provided that:
. the judgment is final in the jurisdiction where rendered and was
issued by a competent court;
. the judgment is valid in the jurisdiction where rendered;
. the judgment was issued following personal service of the summons
upon the defendant or its agent and, in accordance with due
process of law, an opportunity was provided for the defendant to
defend against the foreign action;
. the judgment does not violate any compulsory provisions of
Netherlands Antilles law or principles of public policy;
. the terms and conditions of the Teva Finance II BV Debt
Securities, Teva Finance III BV Debt Securities, Teva Finance II
BV Indentures and Teva Finance III BV Indentures, as applicable,
do not violate any compulsory provisions of Netherlands Antilles
law or principles of public policy; and
. the judgment is not contrary to a prior or simultaneous judgment
of a competent Netherlands Antilles court.
Accordingly, there is doubt as to the enforceability in the Netherlands
Antilles courts of judgments obtained in United States courts. Moreover,
there is doubt as to the ability of a holder of Teva Finance II BV Debt
Securities or Teva Finance III BV Debt Securities to bring an original
action in the Netherlands Antilles predicated on the United States federal
securities laws.
The opinions set forth above are subject to the qualification that
(a) the Teva Finance II BV Debt Securities and Teva Finance III BV Debt
Securities are issued in denominations of at least US$ 100,000.00, or,
in the alternative, apply for a license from the Central Bank of the
Netherlands Antilles and be supervised by the Central Bank of the
Netherlands Antilles; and
(b) the BVs will be required to file for publishing with the Commercial
Register of the Chamber of Commerce and Industry a certificate setting
forth the particulars of the relevant Teva Finance II BV Debt
Securities and Teva Finance III BV Debt Securities, a failure to so
file such certificate would not affect the validity of the relevant
Teva Finance II BV Debt Securities and Teva Finance III BV Debt
Securities or the Registration Statement and the forms of the Teva
Finance II BV Indentures and the Teva Finance III BV Indentures and
other than the filing of such certificate, it is not
ZEVEN & ASSOCIATES
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Teva Pharmaceutical Industries Limited and its Finance Subsidiaries
December 12, 2003
Page 7
necessary to record or register or file the relevant Teva Finance II BV
Debt Securities and Teva Finance III BV Debt Securities or the Registration
Statement and the forms of the Teva Finance II BV Indentures and the Teva
Finance III BV Indentures with any court or governmental body of the
Netherlands Antilles or any political subdivision thereof.
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.
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/ Frank P. C. Zeven
Frank P. C. Zeven