EX-5.10 27 g20430exv5w10.htm EX-5.10 OPINION OF LEVY & SALOMAO ADVOGADOS EX-5.10 OPINION OF LEVY & SALOMAO ADVOGADOS
Exhibit 5.10
LEVY & SALOMÃO
A D V O G A D O S
         
LUIZ ROBERTO DE ASSIS
      AV. BRIG. FARIA LIMA, 2601
(5511) 3555-5118
      12th FLOOR — 01452-924
lassis@levysalomao.com.br
      SÃO PAULO — SP — BRAZIL
 
      TEL(5511)3555-5000
 
      FAX(5511)3555-5048
 
        
 
      SCN — QUADRA 4 — BLOCO B
 
      6th FLOOR — SL 603A — 70714-906
 
      BRASÍLIA — DF — BRAZIL
 
      TEL(5561)2109-6070
 
      FAX(5561)2109-6091
 
        
 
      PRAIA DE BOTAFOGO, 440
 
      15th FLOOR — 22250-908
 
      RIO DE JANEIRO — RJ — BRAZIL
 
      TEL(5521)3503-2000
 
      FAX(5521)3503-2035
 
        
 
      www.levysalomao.com.br
     
 
   1244/10966
 
  São Paulo,
 
                 September 11, 2009
Novelis Inc.
3399 Peachtree Road, NE, Suite 1500
Atlanta, Georgia 30326
United States of America
Re: US$ 185,000,000.00 Novelis Inc. 111/2% Senior Notes due 2015
Ladies and Gentlemen,
1. We have acted as counsel for Novelis do Brasil Ltda. (hereinafter referred to as the “Brazilian Guarantor”) in connection with (i) a Purchase Agreement (the “Purchase Agreement”) dated as of August 5, 2009 by and among Novelis Inc. (the “Issuer”), the Brazilian Guarantor and certain other subsidiaries of the Issuer as guarantors (collectively with the Brazilian Guarantor, the “Guarantors”) and Credit Suisse Securities (USA) LLC, acting on behalf of themselves and as representative for the several Purchasers (as defined therein); (ii) an Indenture (the “Indenture”) dated as of August 11, 2009 by and among the Issuer, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee; (iii) a Registration Rights Agreement dated as of August 11, 2009 by and among the Issuer, the Guarantors and Credit Suisse Securities (USA) LLC, acting on behalf of themselves and as representatives for the Purchasers; and (iv) the notation of guarantee dated as of August 11, 2009.
2. This opinion is issued in connection with the registration under the U.S. Securities Act of 1933 (the “Securities Act”) of (a) US$185,000,000 principal amount of 111/2% Senior Notes due 2015 (the “Notes”) of the Issuer, to be issued in exchange for the

 

 

LEVY & SALOMÃO
A D V O G A D O S
Issuer’s outstanding 111/2% Senior Notes due 2015 pursuant to the Indenture; and (b) the guarantees of each of the Guarantors referring to the Notes (“the Guarantees”).
3. The terms appearing with a capital letter have the meaning given to them in the Purchase Agreement, if not defined herein.
4. To give the present opinion, we have examined copies of:
i)   the Indenture, a non-executed form of the Notes and a non-executed form of the Guarantees;
 
ii)   the articles of association (estatuto social) of the Brazilian Guarantor dated September 18, 2008;
 
iii)   the resolutions of the shareholders of the Brazilian Guarantor dated August 20, 2008 and June 26, 2009;
 
iv)   the power of attorney dated June 29, 2009 by which the Brazilian Guarantor appointed Brock Shealy, Randal Miller and Christopher Courts as its attorneys-in-fact; and
 
v)   a certificate of the responsible officers of the Brazilian Guarantor dated August 3, 2009.
5. The opinions set out in this letter (i) relate only to the laws of the Federative Republic of Brazil (hereinafter referred to as “Brazil”) as in force at the date hereof, and no opinion shall be expressed with respect to the laws of any other jurisdiction or any effect that such laws may have on the opinions expressed herein; and (ii) are based upon the following assumptions:
i)   the genuineness of all signatures, the conformity to the originals of all documents supplied to us as copies and the authenticity of the originals of such documents;
 
ii)   the absence of any other arrangements between the parties to the documents referred to under item 4 above which modify or supersede any of their terms;

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A D V O G A D O S
iii)   the absence of any other corporate acts or decisions of the Brazilian Guarantor or its shareholders which modify or supersede the decisions evidenced by the documents described under items 4 (ii) to 4 (v) above;
 
iv)   the due execution of the Indenture by all parties thereto other than the Brazilian Guarantor through duly authorized representatives; and
 
v)   the validity of the Indenture and the Guarantees under, and their conformity with, the law chosen to govern them.
6. On the basis of such assumptions and subject to the reservations set out below, we are of the opinion that:
i)   the Brazilian Guarantor is existing and in good standing under the laws of Brazil, with the corporate power and authority to enter into and perform its obligations under the Indenture and the Guarantees;
 
ii)   the Indenture has been duly and validly authorized, executed and delivered by the Brazilian Guarantor;
 
iii)   the Guarantees have been duly and validly authorized by the Brazilian Guarantor; and
 
iv)   when the terms of the Notes and the Guarantees and of their issuance have been duly established in conformity with the Indenture and the Notes and Guarantees have been duly executed, authenticated, issued and delivered in accordance with the terms of the Indenture, the Guarantees will constitute valid and legally binding obligations of the Brazilian Guarantor, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
7. The opinions set forth above are, however, subject to the following reservations:

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i)   documents in a foreign language must be translated into Portuguese by a sworn translator in order to ensure their admission before courts in Brazil; in addition to said translation, foreign documents must (a) have the signatures of the parties thereto notarized by a notary public licensed as such under the law of the place of signing and the signature of such notary public must be authenticated by a consular official of Brazil and (b) be registered together with their sworn translation with a registrar of deeds and documents in Brazil;
 
ii)   the laws of the State of New York would apply as the governing law of the Indenture and the Guarantees, provided that there was reasonable evidence acceptable to Brazilian courts that such documents have been executed in New York, and New York law is not against Brazilian national sovereignty, public policy or morality;
 
iii)   in case of proceedings instituted against the Brazilian Guarantor in Brazil, certain court costs and deposits to guarantee judgment might be due; and
 
iv)   any final judgment obtained against the Brazilian Guarantor in a foreign judicial or arbitration proceeding will be enforceable in the courts of Brazil if previously recognized by the Brazilian Superior Court of Justice, such recognition only occurring if (a) the judgment fulfills all formalities required for its enforceability under the laws of the country where the same was issued; (b) the service of process instituted against a Brazilian resident party is effected in accordance with Brazilian law; (c) the judgment was issued by a competent court after due service of process upon the parties to the action; (d) the judgment is not subject to appeal; (e) the judgment was authenticated by a Brazilian consulate in the country where the same was issued and is accompanied by a sworn translation of the same into Portuguese; and (f) the judgment is not against Brazilian national sovereignty, public policy or morality.
8. We express no opinion as to any agreement, instrument or other document not specified in this letter. We expressly disclaim any responsibility to advise with respect to any development, circumstance or change of any kind, including any change of law or fact which may occur after the date of this letter, even though such development, circumstance or change may affect the legal analysis, legal conclusion or any other matter

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A D V O G A D O S
set forth in or relating to the opinion set out in this letter.
9. This letter is given solely for the purposes of our opinion regarding the Indenture and the Guarantees and for the information of the persons to whom it is addressed and their respective legal advisers, and may not be relied upon for any other purpose or by any other person.
10. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and any reference to us under the heading “Legal Matters” in the prospectus forming a part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
     Please do not hesitate to contact us in case you need any further clarification of the foregoing.
          Yours faithfully,
     /s/ Luiz Roberto de Assis
Levy & Salomão Advogados
   by: Luiz Roberto de Assis

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