EX-5.1 5 d97410dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

 

LOGO      

CONYERS DILL & PEARMAN LIMITED

 

Clarendon House, 2 Church Street

Hamilton HM 11, Bermuda

 

Mail: PO Box HM 666, Hamilton HM CX, Bermuda

T +1 441 295 1422

 

conyers.com

10 September 2020

Matter No.: 366682

+1 441 278 7957

karoline.tauschke@conyers.com

 

Liberty Latin America Ltd.

2 Church Street

Hamilton HM 11

Bermuda

Dear Sirs,

 

Re:

Liberty Latin America Ltd. (the “Company”)

We have acted as special Bermuda legal counsel to the Company in connection with a registration statement on form S-3 filed with the U.S. Securities and Exchange Commission (the “Commission”) on 10 September 2020 (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) relating to the registration under the U.S. Securities Act of 1933, as amended, (the “Securities Act”) of (i) subscription rights (the “Rights”) for an aggregate of 49,089,607 of the Company’s Class C Common Shares, par value $0.01 per share (the “New Class C Common Shares”) and (ii) the New Class C Common Shares.

For the purposes of giving this opinion, we have examined a copy of the Registration Statement. We have also reviewed the memorandum of association and the bye laws of the Company, certified by the Assistant Secretary of the Company on 9 September 2020 (collectively, the “Constitutional Documents”) and unanimous written resolutions of the Company’s board of directors dated 5 August 2020 (the “Resolutions”), and such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.


We have assumed (a) the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken, (b) that where a document has been examined by us in draft form, it will be or has been executed and/or filed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention, (c) the accuracy and completeness of all factual representations made in the Registration Statement and other documents reviewed by us, (d) that the Resolutions were passed at one or more duly convened, constituted and quorate meetings, or by unanimous written resolutions, remain in full force and effect and have not been rescinded or amended, (e) that there is no provision of the law of any jurisdiction, other than Bermuda, which would have any implication in relation to the opinions expressed herein, (f) that upon issue of any New Class C Common Shares following exercise of the Rights, the Company will receive consideration for the full issue price thereof which shall be equal to at least the par value thereof (g) that the Company will have sufficient authorised capital to effect the issue of any of the New Class C Common Shares at the time of exercise of the Rights and (h) the consent to the issue and free transfer of the Company’s securities given by the Bermuda Monetary Authority as of 22 December 2017 will not have been revoked or amended at the time that any Rights are exercised.

“Non-assessability” is not a legal concept under Bermuda law, but when we describe the New Class C Common Shares herein as being “non-assessable” we mean, subject to any contrary provision in any agreement between the Company and any one of its members holding any of the New Class C Common Shares (but only with respect to such member), that no further sums are payable with respect to the issue of such shares and no member shall be bound by an alteration in the Constitutional Documents after the date upon which it became a member if and so far as the alteration requires such member to take or subscribe for additional New Class C Common Shares or in any way increases its liability to contribute to the share capital of, or otherwise pay money to, the Company.

We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than Bermuda. This opinion is to be governed by and construed in accordance with the laws of Bermuda and is limited to and is given on the basis of the current law and practice in Bermuda. This opinion is issued solely for the purposes of the filing of the Registration Statement and the offering of the Rights and the New Class C Common Shares by the Company and is not to be relied upon in respect of any other matter.

On the basis of and subject to the foregoing, we are of the opinion that:

 

1.

The Company is duly incorporated and existing under the laws of Bermuda in good standing (meaning solely that it has not failed to make any filing with any Bermuda government authority under the Companies Act 1981, or to pay any Bermuda government fees 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).

 

2.

The Rights have been duly authorised and validly issued.

 

3.

When issued upon due exercise of the Rights in accordance with the terms of the Registration Statement, the New Class C Common Shares will be validly issued, fully paid and non-assessable.

 

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We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm under the caption “Legal Matters” in the prospectus forming a part of the Registration Statement. In giving this consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.

Yours faithfully,

/s/ Conyers Dill & Pearman

Conyers Dill & Pearman Limited

 

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