EX-5.1 2 tm2030403d4_ex5-1.htm EXHIBIT 5.1

 

Exhibit 5.1

 

  

Our ref

Your ref

1065028/0002/B438700v3

 

  
     

Third Point Reinsurance Ltd.

Point House

Waterloo Lane

Pembroke HM 08

Bermuda (the "Addressee")

 19 October 2020
   
Dear Sirs  
   
Third Point Reinsurance Ltd. (registration no. 45834) (the "Company")
 
1.BACKGROUND

 

We act as Bermuda legal advisers to the Company in connection with the filing with the United States Securities and Exchange Commission (the "Commission") on 19 October 2020 by the Company of a registration statement on Form S-4 (the "Registration Statement", which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) in relation to the registration by the Company under the United States Securities Act of 1933 (the "Securities Act") of 64,173,344 common shares, par value $0.10 per share (the "Common Shares"), 13,466,776 series A preference shares, par value $0.10 per share (the "Series A Preference Shares"), 21,883,138 warrants, $104,232,841 upside rights, and 4,693,689 contingent value rights of the Company and an indeterminate number of common shares underlying the Series A Preferences Shares, warrants, and upside rights (the "Underlying Common Shares") to be issued in connection with the proposed merger of Yoga Merger Sub Limited, a Bermuda exempted company limited by shares and a wholly owned subsidiary of the Company with Sirius International Insurance Group, Ltd. (the "Merger").

 

2.DEFINITIONS AND INTERPRETATION

 

2.1Capitalised terms used in this Opinion shall have the meanings given to them in Part A of Schedule 4 (Definitions and Interpretation).

 

Carey Olsen Bermuda Limited is a limited liability company incorporated in Bermuda and approved and recognised under the Bermuda Bar (Professional Companies) Rules 2009. The use of the title "Partner" is merely to denote seniority. Services are provided on the basis of our current terms of business, which can be viewed at: http://www.careyolsen.com/terms-business.

 

  

 

 

 

2.2This Opinion shall be interpreted and construed in accordance with Part B of Schedule 4 (Definitions and Interpretation).

 

3.SCOPE

 

3.1This Opinion is limited to:

 

3.1.1matters of the law and practice of Bermuda as at the date of this Opinion; and

 

3.1.2matters expressly stated in this Opinion.

 

3.2We have made no investigation and express no opinion with respect to the law or practice of any other jurisdiction.

 

3.3This Opinion is based only on those matters of fact known to us at the date of this Opinion.

 

4.DOCUMENTS EXAMINED AND SEARCHES

 

4.1In giving this Opinion we have examined a copy sent to us in electronic form by email of the Document.

 

4.2In addition, we have examined each Further Document.

 

4.3The Document and the Further Documents are the only documents we have seen or examined for the purposes of this Opinion.

 

4.4The Searches are the only searches, investigations or enquiries we have carried out for the purposes of this Opinion.

 

5.ASSUMPTIONS AND QUALIFICATIONS

 

5.1This Opinion is given:

 

5.1.1in reliance on the Assumptions; and

 

5.1.2on the basis that the Assumptions (which we have not independently investigated or verified) are accurate, and have been accurate, in all respects at the date of this Opinion, and at all other relevant times.

 

5.2This Opinion is subject to the Qualifications.

 

6.OPINION

 

We are of the opinion that:

 

6.1Incorporation and valid existence

 

The Company is duly incorporated as an exempted company, is validly existing under the law of Bermuda and was in good standing at the date of the ROC Certificate of Compliance.

 

Page 2 / 19 October 2020

 

 

 

 

6.2Common Shares, Underlying Common Shares and Series A Preference Shares

 

The Common Shares, the Underlying Common Shares and the Series A Preference Shares when issued as contemplated by the Director Resolutions and the Registration Statement will be validly issued, fully paid and non-assessable, that is, no further sums will be required to be paid by the holders thereof in connection with the issue of such shares.

 

7.LAW GOVERNING THIS OPINION, LIMITATIONS, BENEFIT, DISCLOSURE AND RELIANCE

 

7.1This Opinion is governed by and shall be construed in accordance with the law of Bermuda.

 

7.2We assume no obligation to advise you or any other person, or undertake any investigations, as to any legal developments or factual matters arising after the date of this Opinion that might affect the opinions expressed in this Opinion.

 

7.3This Opinion is issued solely for the purpose of the filing of the Registration Statement by the Company and is not to be relied upon in respect of any other matter.

 

7.4We hereby consent to the filing of this Opinion as an exhibit to the Registration Statement. As Bermuda attorneys, however, we are not qualified to opine on matters of law of any jurisdiction other than Bermuda, accordingly we do not admit to be an expert within the meaning of the Securities Act.

 

Yours faithfully

 

/s/ Carey Olsen Bermuda Limited

 

Page 3 / 19 October 2020

 

 

 

 

SCHEDULE 1

 

DOCUMENTS EXAMINED

 

 

Part A

 

The Documents

 

1.The Registration Statement.

 

 

Part B

 

The Further Documents

 

2.A copy of:

 

(a)the Certificate of Incorporation;

 

(b)the Memorandum of Association;

 

(c)the Bye-laws; and

 

(d)the Register.

 

3.A copy of the Director Resolutions

 

4.The Public Records.

 

5.The Litigation Records.

 

6.The ROC Certificate of Compliance.

 

Page 4 / 19 October 2020

 

 

 

 

 

SCHEDULE 2

 

ASSUMPTIONS

 

1.Authenticity

 

The genuineness and authenticity of all signatures, initials, stamps, seals and markings on all documents examined by us, including, in the case of copy documents examined by us, on the originals of those copies.

 

2.Copies

 

The completeness and conformity to original documents of all copies examined by us.

 

3.Execution versions/drafts

 

Where we have been provided with a document (whether original or copy) in executed form or with only the signature page of an executed document, that such executed document does not differ from the latest draft or execution version of the document provided to us and/or, where a document has been reviewed by us only in draft, execution or specimen form, it has been executed in the form of that draft, execution version or specimen.

 

4.Directors' duties

 

4.1When the directors of the Company passed the Director Resolutions, the directors of the Company were acting with a view to the best interests of the Company and were otherwise exercising their powers in accordance with their duties under all applicable laws.

 

4.2Each director of the Company has disclosed all interests required to be disclosed by the Companies Act and the Bye-laws in accordance with the provisions of the Companies Act and the Bye-laws.

 

5.Resolutions

 

5.1No resolution has been passed by the board of directors of the Company (or any committee of the directors) or the shareholders of the Company and there is no agreement or arrangement otherwise in place:

 

5.1.1limiting the powers of the board of directors of the Company;

 

5.1.2changing the quorum for meetings of the directors of the Company from that which is stated in the Bye-laws; or

 

5.1.3changing who may sign an instrument to which a seal of the Company is affixed or the number of such persons from that which is stated in the Bye-laws.

 

Page 5 / 19 October 2020

  

 

 

 

5.2The Director Resolutions were duly passed, are in full force and effect and have not been revoked, superseded or amended, and are the only resolutions passed by the directors and shareholders of the Company relating to the matters referred to in those resolutions.

 

6.Consideration

 

Upon issue of any Common Shares, Underlying Common Shares or Series A Preference Shares the Company will receive or has received consideration for the full issue price thereof which shall be equal to at least the par value thereof.

 

7.No conflict – foreign law or regulation

 

There is no provision of the law or regulation of any jurisdiction other than Bermuda that would have any adverse implication in relation to the opinions expressed in this Opinion.

 

8.Searches

 

8.1The Public Records are accurate and complete, with all documents or information that are required to be filed or registered by or in relation to the Company with the Registrar of Companies (whether or not any time limit for such filing or registration has yet expired) having been so filed or registered and appearing on the Public Records.

 

8.2The Litigation Records are accurate and complete.

 

8.3The ROC Certificate of Compliance is accurate and complete and there has been no change in the records relating to the Company available to the Registrar of Companies since the time of issue of the ROC Certificate of Compliance.

 

8.4There has been no change in the public records relating to the Company available for inspection on the companies register at the offices of the Registrar of Companies since the time we carried out the Public Records Search.

 

8.5There has been no change in the entries and filings in respect of the Company in the Cause Book of the Supreme Court or the Register of Judgments maintained at the Registry of the Supreme Court since the time we carried out the Litigation Search.

 

9.Register and appointments

 

The accuracy and completeness of the Register and that each director, alternate director (if any) and secretary of the Company and of any corporate director of the Company stated in the Register has been validly appointed.

 

10.Other documents

 

The accuracy, correctness and completeness of all statements, assessments and opinions as to matters of fact contained in the Document and each Further Document.

 

11.Unknown facts

 

That there is no document or other information or matter (including, without limitation, any arrangement or understanding) that has not been provided or disclosed to us that is relevant to or that might affect the opinions expressed in this Opinion.

 

Page 6 / 19 October 2020

  

 

 

 

SCHEDULE 3

 

QUALIFICATIONS

 

1.Good Standing

 

The term "good standing" as used in this Opinion in respect of the Company means that such Company has received a ROC Certificate of Compliance from the Registrar of Companies indicating solely that it has not failed to make any filing with any Bermuda governmental authority, or failed to pay any Bermuda government fee or tax, which would make it liable to be struck off the Register of Companies and thereby cease to exist under the laws of Bermuda; and

 

2.No conflict – contractual obligations etc.

 

We offer no opinion on whether there are any contractual or other obligations or restrictions binding on the Company (beyond any obligation or restriction stated in the Further Documents) that would or could have any adverse implication in relation to the opinions expressed in this Opinion.

 

3.Representations and warranties

 

Unless expressly stated otherwise, we offer no opinion in relation to the factual accuracy of any representation or warranty made or given in or in connection with the Document or Further Document.

 

4.Non-assessability

 

Any reference in this opinion to shares being “non-assessable” shall mean, in relation to fully-paid shares of the Company and subject to any contrary provision in any agreement in writing between such Company and the holder of shares, that: no shareholder shall be obliged to contribute further amounts to the capital of the Company, either in order to complete payment for their shares, to satisfy claims of creditors of the Company, or otherwise; and no shareholder shall be bound by an alteration of the Memorandum of Association or Bye-Laws after the date on which he became a shareholder, if and so far as the alteration requires him to take, or subscribe for additional shares, or in any way increases his liability to contribute to the share capital of, or otherwise to pay money to, the Company.

 

5.Searches/registries

 

5.1The Public Records Search and the Litigation Search are not conclusively capable of revealing whether or not:

 

5.1.1a winding up, dissolution, reconstruction or reorganisation order has been made or a resolution passed for the winding up, dissolution, reconstruction or reorganisation of the Company; or

 

Page 7 / 19 October 2020

 

 

 

  

5.1.2an order has been made or a resolution passed appointing a receiver or liquidator in respect of the Company,

 

as notice of these matters might not be filed with the Registrar of Companies immediately or at all and, if filed, might not be entered on the public records of the Company immediately and orders made by the Supreme Court may not be entered into the Litigation Records immediately.

 

5.2The Litigation Search is capable of revealing only proceedings in the Supreme Court and not in any other court or tribunal including, for example, the Small Claims Court of the Magistrate's Court in Bermuda (which deals with debt claims under $25,000). The Litigation Search is not capable of revealing, among other things:

 

5.2.1matters that should have been filed or registered orders recently signed by the Supreme Court in chambers and not yet returned to the Supreme Court;

 

5.2.2any proceedings issued but not yet presented to the Supreme Court; or

 

5.2.3whether any proceedings are threatened.

 

Page 8 / 19 October 2020

  

 

 

 

SCHEDULE 4

 

DEFINITIONS AND INTERPRETATION

 

Part A

 

Definitions

 

"Assumptions" means the assumptions set out in Schedule 2 (Assumptions);
"Bye-laws" means the bye-laws of the Company, as referred to in the Secretary's Certificate;
"Certificate of Incorporation" means the Company's certificate of incorporation dated 6 October 2011, as referred to in the Secretary's Certificate;
"Companies Act" means the Companies Act 1981;
"Director Resolutions" means the unanimous written resolutions of the directors of the Company stated as passed on 6 August 2020;
"Document" means the document listed in Part A of Schedule 1 (Documents Examined);
"Further Documents" means the documents listed in Part B of Schedule 1 (Documents Examined);
"Litigation Records" means the entries and filings in respect of the Company in the Cause Book of the Supreme Court and in the Register of Judgements maintained at the Registry of the Supreme Court at the time we carried out the Litigation Search;
"Litigation Search" means our inspection of the Litigation Records at 9:40 AM on 16 October 2020;
"Memorandum of Association" means the memorandum of association of the Company, as referred to in the Secretary's Certificate;
"Opinion" means this legal opinion and includes the Schedules;
"Public Records" means the public records of the Company available for inspection at the offices of the Registrar of Companies at the time we carried out the Public Records Search;
"Public Records Search" means our inspection of the Public Records at 9:50 AM on 16 October 2020;

 

Page 9 / 19 October 2020

 

 

 

 

"Qualifications" means the observations and qualifications set out in Schedule 3 (Qualifications);
"Register" means the register of directors and officers of the Company as referred to in the Secretary's Certificate;
"Registrar of Companies" means the Registrar of Companies in Bermuda;
"ROC Certificate of Compliance" means the certificate of compliance in respect of the Company dated on 16 October 2020, issued by the Registrar of Companies;
"Searches" means the Public Records Search and the Litigation Search;
"Secretary's Certificate" means the certificate of the secretary of the Company dated 19 October 2020; and
"Supreme Court" means the Supreme Court of Bermuda.

Part B

 

Interpretation

 

1.References in this Opinion to:

 

1.1a Schedule are references to a schedule to this Opinion;

 

1.2a "person" include any body of persons corporate or unincorporated;

 

1.3legislation include, where relevant, a reference to such legislation as amended at the date of this Opinion;

 

1.4"you" means the Addressee(s) and where there is more than one Addressee, means each of them; and

 

1.5"we", "us" or "our" in relation to the examination, sight, receipt or review by us, or provision to us, of information or documents are references only to our lawyers who worked on the preparation of this Opinion.

 

2.Where a capitalised term appears in the left-hand column of Part A of Schedule 4 (Definitions and Interpretation) in the singular, its plural form, if used in this Opinion, shall be construed accordingly, and vice versa.

 

3.Headings in this Opinion are inserted for convenience only and shall not affect the construction of this Opinion.

 

Page 10 / 19 October 2020