-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LWwipz+v3XQbKwfWtvNukUxyHW7Dt0vpYGGHybiEXDb9giW0Yhw8WN5ldzptXhdY uqq2j6hq5meKlipta2r17g== 0000912057-01-524919.txt : 20010725 0000912057-01-524919.hdr.sgml : 20010725 ACCESSION NUMBER: 0000912057-01-524919 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 7 333-44100 FILED AS OF DATE: 20010724 EFFECTIVENESS DATE: 20010724 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TYCO INTERNATIONAL LTD /BER/ CENTRAL INDEX KEY: 0000833444 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC CONNECTORS [3678] IRS NUMBER: 000000000 STATE OF INCORPORATION: D0 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: SEC FILE NUMBER: 333-65722 FILM NUMBER: 1686916 BUSINESS ADDRESS: STREET 1: 90 PITTS BAY ROAD STREET 2: THE ZURICH CENTRE SECOND FLOOR CITY: PEMROKE HM 08 BERMU STATE: D0 BUSINESS PHONE: 4412928674 MAIL ADDRESS: STREET 1: C/O TYCO INTERNATIONAL (US) INC STREET 2: ONE TYCO PARK CITY: EXETER STATE: NH ZIP: 03833 FORMER COMPANY: FORMER CONFORMED NAME: ADT LIMITED DATE OF NAME CHANGE: 19930601 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TYCO INTERNATIONAL GROUP S A CENTRAL INDEX KEY: 0001060352 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC CONNECTORS [3678] FILING VALUES: FORM TYPE: S-3MEF SEC ACT: SEC FILE NUMBER: 333-65722-01 FILM NUMBER: 1686917 BUSINESS ADDRESS: STREET 1: BOULEVARD ROYAL 26 STREET 2: L-2449 LUXEMBOURG ZIP: 00000 BUSINESS PHONE: 0113522299 S-3MEF 1 a2054902zs-3mef.txt S-3MEF AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 24, 2001 REGISTRATION NOS. 333- AND 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ TYCO INTERNATIONAL LTD. TYCO INTERNATIONAL GROUP S.A. (Exact name of registrant as specified in its (Exact name of registrant as specified in its charter) charter) BERMUDA LUXEMBOURG (State or other jurisdiction (State or other jurisdiction of incorporation or organization) of incorporation or organization) NOT APPLICABLE NOT APPLICABLE (I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.) THE ZURICH CENTRE, SECOND FLOOR 6, AVENUE EMILE REUTER 90 PITTS BAY ROAD SECOND FLOOR PEMBROKE HM 08, BERMUDA L-2420 LUXEMBOURG (441) 292-8674* (352) 46-43-40-1 (Address, including zip code, and telephone number, (Address, including zip code, and telephone number, including area code, of registrant's principal including area code, of registrant's principal executive offices) executive offices)
-------------------------- MARK H. SWARTZ C/O TYCO INTERNATIONAL (US) INC. ONE TYCO PARK EXETER, NEW HAMPSHIRE 03833 (603) 778-9700 (Name, address, including zip code, and telephone number, including area code, of agent for service) * Tyco International Ltd. maintains its registered and principal executive offices at The Zurich Centre, Second Floor, 90 Pitts Bay Road, Pembroke HM 08, Bermuda. The executive offices of Tyco's principal United States subsidiaries are located at One Tyco Park, Exeter, New Hampshire 03833. The telephone number there is (603) 778-9700. -------------------------- COPIES TO: MEREDITH B. CROSS FATI SADEGHI WILMER, CUTLER & PICKERING SENIOR CORPORATE COUNSEL 2445 M STREET, N.W. TYCO INTERNATIONAL (US) INC. WASHINGTON, D.C. 20037 ONE TYCO PARK (202) 663-6000 EXETER, NEW HAMPSHIRE 03833 (603) 778-9700
-------------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / / If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. / / If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. /X/ File No. 333-44100 and 333-44100-01 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. /X/ PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION SECURITIES TO BE REGISTERED REGISTERED(1) SHARE(1) PRICE(1) FEE DEBT SECURITIES OF TYCO INTERNATIONAL GROUP S.A. (2)....................... U.S.$300,000,000(2) 100% U.S.$300,000,000 U.S.$75,000(3) GUARANTEES OF TYCO INTERNATIONAL LTD.................................. N/A (4) (4) (5) COMMON SHARES OF TYCO INTERNATIONAL LTD., NOMINAL VALUE U.S.$0.20 PER SHARE................................ (6) N/A(6) N/A (6) (7)
(FOOTNOTES CONTINUED ON NEXT PAGE) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (FOOTNOTES CONTINUED FROM PREVIOUS PAGE) (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, and exclusive of accrued interest, if any. (2) The aggregate principal amount of the debt securities to be issued may be increased, if any debt securities are issued at an original issue discount, by an amount such that the net proceeds to be received by Tyco International Group S.A. shall be equal to the above amount to be registered. Any offering of debt securities denominated other than in U.S. dollars will be treated as the equivalent in U.S. dollars based on the exchange rate applicable to the purchase of such debt securities from Tyco International Group S.A. (3) The amount of registration fee, calculated in accordance with Section 6(b) of the Securities Act of 1933 and Rule 457(o) promulgated thereunder, is .000250 of the maximum aggregate offering price at which the debt securities registered pursuant to the registration statement are proposed to be offered. (4) No separate consideration will be received for the guarantees. (5) Under Rule 457(n), no fee is payable with respect to guarantees. (6) An indeterminable number of common shares of Tyco International Ltd. which may from time to time be issued upon conversion or exchange of Tyco International Group S.A. debt securities registered hereunder, to the extent any of such debt securities are by their terms convertible into or exchangeable for such common shares, are registered hereunder. (7) Under Rule 457(i), no fee is payable with respect to such common shares. INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM S-3, FILE NOS. 333-44100 AND 333-44100-01. This registration statement hereby incorporates by reference in its entirety the Tyco International Group S.A. and Tyco International Ltd. registration statement on Form S-3 (File Nos. 333-44100 and 333-44100-01) declared effective on September 18, 2000, as amended, including the documents incorporated or deemed to be incorporated by reference therein. PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 16. EXHIBITS. 5.1 -- Opinion of Appleby Spurling & Kempe 5.2 -- Opinion of Beghin & Feider in association with Allen & Overy 5.3 -- Opinion of Wilmer, Cutler & Pickering 23.1 -- Consent of PricewaterhouseCoopers 23.2 -- Consent of Arthur Andersen LLP 23.3 -- Consent of KPMG LLP 23.4 -- Consent of Appleby Spurling & Kempe (included in Exhibit 5.1 herein) 23.5 -- Consent of Beghin & Feider in association with Allen & Overy (included in Exhibit 5.2 herein) 23.6 -- Consent of Wilmer, Cutler & Pickering (included in Exhibit 5.3 herein) 24.1 -- Powers of Attorney for Tyco International Ltd. (incorporated by reference to Exhibit 24 to Tyco International Ltd.'s Form S-3 filed August 18, 2000) 24.2 -- Powers of Attorney for Tyco International Group S.A. (contained on signature page of Tyco International Group S.A. hereto)
II-1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Exeter, State of New Hampshire, on the 24th day of July, 2001. TYCO INTERNATIONAL LTD. By /s/ MARK H. SWARTZ ---------------------------------------------- Mark H. Swartz EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on July 24, 2001 in the capacities indicated below.
SIGNATURE TITLE --------- ----- * ------------------------------------------- Chairman of the Board, President, Chief Executive L. Dennis Kozlowski Officer and Director (Principal Executive Officer) * ------------------------------------------- Director Lord Ashcroft KCMG * ------------------------------------------- Director Joshua M. Berman * ------------------------------------------- Director Richard S. Bodman * ------------------------------------------- Director John F. Fort * ------------------------------------------- Director Stephen W. Foss * ------------------------------------------- Director Wendy E. Lane
II-2
SIGNATURE TITLE --------- ----- * ------------------------------------------- Director James S. Pasman, Jr. * ------------------------------------------- Director W. Peter Slusser /s/ MARK H. SWARTZ ------------------------------------------- Executive Vice President, Chief Financial Officer and Director Mark H. Swartz (Principal Financial and Accounting Officer) * ------------------------------------------- Director Frank E. Walsh, Jr. * ------------------------------------------- Director Joseph F. Welch
*By: /s/ MARK H. SWARTZ -------------------------------------- Mark H. Swartz ATTORNEY-IN-FACT
II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Luxembourg, on the 24th day of July, 2001. TYCO INTERNATIONAL GROUP S.A. By: /s/ KEVIN O'KELLY LYNCH ----------------------------------------- Kevin O'Kelly Lynch MANAGING DIRECTOR (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and appoints KEVIN O'KELLY LYNCH AND MARK H. SWARTZ, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign this Registration Statement (including all post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereon. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on July 24, 2001 in the capacities indicated below.
SIGNATURE TITLE --------- ----- /s/ KEVIN O'KELLY LYNCH ------------------------------------------- Managing Director Kevin O'Kelly Lynch /s/ MICHELANGELO STEFANI ------------------------------------------- Managing Director Michelangelo Stefani /s/ ALASTAIR MACGOWAN ------------------------------------------- Director Alastair Macgowan
II-4 EXHIBIT INDEX 5.1 -- Opinion of Appleby Spurling & Kempe 5.2 -- Opinion of Beghin & Feider in association with Allen & Overy 5.3 -- Opinion of Wilmer, Cutler & Pickering 23.1 -- Consent of PricewaterhouseCoopers 23.2 -- Consent of Arthur Andersen LLP 23.3 -- Consent of KPMG LLP 23.4 -- Consent of Appleby Spurling & Kempe (included in Exhibit 5.1 herein) 23.5 -- Consent of Beghin & Feider in association with Allen & Overy (included in Exhibit 5.2 herein) 23.6 -- Consent of Wilmer, Cutler & Pickering (included in Exhibit 5.3 herein) 24.1 -- Powers of Attorney for Tyco International Ltd. (incorporated by reference to Exhibit 24 to Tyco International Ltd.'s Form S-3 filed August 18, 2000) 24.2 -- Powers of Attorney for Tyco International Group S.A. (contained on signature page of Tyco International Group S.A. hereto)
EX-5.1 2 a2054902zex-5_1.txt EXHIBIT 5.1 EXHIBIT 5.1 [LETTERHEAD OF APPLEBY SPURLING & KEMPE] MLJ/cs/73287.133 Direct Telephone: (441) 298 3223 Direct Fax: (441) 298 3479 Direct e-mail: mjones@ask.bm 23 July 2001 Tyco International Ltd. The Zurich Centre Second Floor 90 Pitts Bay Road Pembroke HM 08 Bermuda Ladies and Gentlemen: RE: REGISTRATION STATEMENT ON FORM S-3 We have acted as Bermuda counsel to Tyco International Ltd., a Bermuda company ("Tyco" or the "Company"), in connection with the filing by Tyco and Tyco International Group S.A., a Luxembourg company (the "Issuer"), with the United States Securities and Exchange Commission of a registration statement on Form S-3 (the "Additional Registration Statement") for an aggregate initial offering price not to exceed US$300,000,000. The Issuer and Tyco previously filed a registration statement (File Nos. 333-44100 and 333-44100-01)(as amended, the "Registration Statement"), that relates to (i) the Issuer's unsecured debt securities (the "Initial Debt Securities"), (ii) the guarantees (the "Initial Guarantees") of the Initial Debt Securities by Tyco and (iii) the Tyco common shares to be issued upon conversion or exchange of the Initial Debt Securities (the "Initial Common Shares"), to be issued from time to time pursuant to Rule 415 under the United States Securities Act of 1933, as amended (the "Securities Act"), for an aggregate initial offering price not to exceed US$3,500,000,000. The Initial Debt Securities are to be issued in one or more series pursuant to Indentures among the Issuer, Tyco (as Guarantor) and the trustees thereunder. The Additional Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act with respect to the Registration Statement to register additional securities in an amount and at a price that represents no more than 20% of the amount of the maximum aggregate offering price set forth in the Registration Statement that remains available for issuance. In connection with the Additional Registration Statement certain legal matters related to the registration of additional common shares registered pursuant to the Additional Registration Statement (the "Additional Common Shares") and additional guarantees registered pursuant to the Additional Registration Statement (the "Additional Guarantees") are being passed upon for Tyco by us. For the purposes of this opinion we have examined and relied upon the documents listed, and in some cases defined, in the Schedule to this opinion (the "Documents"). Unless otherwise defined herein, terms defined in the Additional Registration Statement, the Registration Statement and the Prospectus, have the same meanings when used in this opinion. ASSUMPTIONS In stating our opinion we have assumed: (a) the authenticity, accuracy and completeness of all Documents submitted to us as originals and the conformity to authentic original Documents of all Documents submitted to us as certified, conformed, notarised, faxed or photostatic copies; (b) the genuineness of all signatures on the Documents; (c) that any factual statements made in any of the Documents are true, accurate and complete; (d) that the records which were the subject of the Company Search were complete and accurate at the time of such search and disclosed all information which is material for the purposes of this opinion and such information has not since the date of the Company Search been materially altered; and (e) that the records which were the subject of the Litigation Search were complete and accurate at the time of such search and disclosed all information which is material for the purposes of this opinion and such information has not since the date of the Litigation Search been materially altered. OPINION Based upon and subject to the foregoing, and subject to the reservations mentioned below and to any matters not disclosed to us, we are of the opinion: 1. Tyco is a limited liability company validly organized and existing and in good standing under the laws of Bermuda. 2. When issued and paid for pursuant to the terms of any duly adopted Board resolutions of Tyco which have authorised their issue in accordance with the terms and conditions referred to or summarised in the Prospectus, the Registration Statement and the Additional Registration Statement, Tyco's Additional Common Shares issued upon conversion or exchange of the additional debt securities registered pursuant to the Additional Registration Statement (the "Additional Debt Securities") will be validly issued, fully paid and non-assessable. 3. When a resolution of the Board of Tyco has been duly adopted to approve the creation of and the issue of the Additional Guarantees upon the terms of the applicable Indenture, or any supplemental indenture conforming thereto and to applicable law, and to authorize the execution and delivery thereof, all necessary action required to be taken by Tyco pursuant to Bermuda law will have been taken by or on behalf of Tyco for the issue by Tyco of the Additional Guarantees. 4. No filing with, or authorisation, approval, consent, licence, order, registration, qualification or decree of, any court or governmental authority or agency in Bermuda is necessary or required to be made or obtained by Tyco in connection with the issue by Tyco of the Additional Guarantees. 5. There are no taxes, duties, or other charges payable to or chargeable by the Government of Bermuda, or any authority or agency thereof, in respect of the issue by Tyco of the Additional Guarantees or the Additional Common Shares. RESERVATIONS We have the following reservations: (1) We are admitted to practise law in the Islands of Bermuda and we express no opinion as to any law other than Bermuda law, and none of the opinions expressed herein relates to compliance with or matters governed by the laws of any jurisdiction except Bermuda. This opinion is limited to Bermuda law as applied by the courts of Bermuda at the date hereof. (2) Any reference in this opinion to Tyco being in "good standing" shall mean for the purposes of this opinion that it has been issued with a Certificate of Compliance by the Registrar of Companies as at the date hereinbefore mentioned. (3) Any reference in this opinion to shares being "non-assessable" shall mean, in relation to fully paid shares of Tyco and subject to any contrary provision in any agreement in writing between such company and the holder of such shares, that no shareholder shall be bound by an alteration to the Memorandum of Association or Bye-Laws of Tyco after the date on which he or she became a shareholder, if and so far as the alteration requires him or her to take, or subscribe for additional shares, or in any way increases his or her liability to contribute to the share capital of, or otherwise to pay money to, Tyco. DISCLOSURE This opinion is addressed to you in connection with the filing by the Company of the Additional Registration Statement with the Securities and Exchange Commission. We consent to the inclusion of this opinion as an exhibit to the Additional Registration Statement. We also consent to the reference to our firm under the caption "Legal Matters" in the Prospectus incorporated by reference into the Additional Registration Statement. This opinion is to be governed by and construed in accordance with the laws of Bermuda and shall not give rise to legal proceedings in any jurisdiction other than Bermuda. Yours faithfully /s/ Appleby Spurling & Kempe APPLEBY SPURLING & KEMPE SCHEDULE (i) a Certificate of Compliance issued by the Registrar of Companies in Bermuda on 23 July 2001 in respect of Tyco; (ii) the Certificate of Incorporation, Memorandum of Association and Bye-laws of Tyco; (iii) a copy of the Additional Registration Statement and the Registration Statement, excluding the documents incorporated by reference therein; (iv) copies of the pages of the Additional Registration Statement and the Registration Statement signed by all of the Directors of Tyco, which in the case of the Additional Registration Statement have been signed pursuant to the powers of attorney included in the Registration Statement (the "Signature Pages"); (v) a copy of the form of Senior Indenture previously filed as Exhibit 4.1 to the Registration Statement on Form S-3 dated June 9, 1998 pursuant to which the Initial Debt Securities and the Additional Debt Securities may be issued; (vi) a copy of the form of Subordinated Indenture previously filed as Exhibit 4.2 to the Registration Statement on Form S-3 pursuant to which the Initial Debt Securities and the Additional Debt Securities may be issued (together with the Senior Indenture, the "Indentures"); (vii) The entries and filings shown in respect of Tyco on the file of the Company maintained in the Register of Companies at the office of the Registrar of Companies in Hamilton, Bermuda, as revealed by a search on 23 July 2001 (the "Company Search"); and (viii) The entries and filings shown in the Supreme Court Causes Book maintained at the Registry of the Supreme Court in Hamilton, Bermuda, as revealed by a search on 23 July 2001 in respect of Tyco (the "Litigation Search").
EX-5.2 3 a2054902zex-5_2.txt EXHIBIT 5.2 EXHIBIT 5.2 [LETTERHEAD OF BEGHIN & FEIDER IN ASSOCIATION WITH ALLEN & OVERY] Tyco International Group S.A. 6, avenue Emile Reuter Second Floor L- 2420 Luxembourg Luxembourg, July 23, 2001 MF/kl/2000704/LU 12841 Ladies and Gentlemen: We have acted as legal advisers in the Grand-Duchy of Luxembourg ("Luxembourg") to Tyco International Group S.A. (the "Issuer"), a limited liability company (SOCIETE ANONYME) now organized under the laws of Luxembourg but formerly a company named "Velum Limited" organized under the laws of Gibraltar which transferred its registered and principal office to Luxembourg on March 30th 1998. We are giving this opinion in connection with the filing by Tyco International Ltd., a Bermuda company ("Tyco"), and the Issuer, with the United States Securities and Exchange Commission of a registration statement on Form S-3 (the "Additional Registration Statement") for an aggregate initial offering price not to exceed US$300,000,000. The Issuer and Tyco previously filed a registration statement (File Nos. 333-44100 and 333-44100-01) (as amended, the "Registration Statement") that relates to the Issuer's (i) unsecured debt securities (the "Initial Debt Securities"), (ii) the guarantees (the "Initial Guarantees") of the Initial Debt Securities by Tyco and (iii) the Tyco common shares that may be issued upon conversion or exchange of the Initial Debt Securities (the "Initial Common Shares"), to be issued from time to time pursuant to Rule 415 under the United States Securities Act of 1933, as amended (the "Securities Act"), for an aggregate initial offering price not to exceed US$3,500,000,000. The Initial Debt Securities are to be issued in one or more series pursuant to Indentures among the Issuer, Tyco (as Guarantor) and the trustees thereunder. The Additional Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act with respect to the Registration Statement to register additional securities in an amount and at a price that represents no more than 20% of the amount of the maximum aggregate offering price set forth in the Registration Statement that remains available for issuance. In connection with the Additional Registration Statement certain legal matters related to the registration of additional debt securities registered pursuant to the Additional Registration Statement (the "Additional Debt Securities") are being passed upon for the Issuer by us. We have examined copies of the following documents: (a) the Additional Registration Statement; (b) the Registration Statement; (c) the minutes of the extraordinary general meeting of shareholders of the Issuer held in notarial form before the notary Jean-Joseph Wagner on March 30(th), 1998 (the "Notarial Deed"); (d) the restated articles of association of the Issuer in a version, dated March 30, 1998, published in the Official Gazette (Memorial) C-N(o) 474 of June 29(th), 1998, an amendment to the articles of association of the Issuer by way of a notarial deed dated July 6(th), 1998 and published in the Official Gazette (Memorial) C-N(o) 733 of October 10(th), 1998, and an amendment to the articles of association of the Issuer by way of a notarial deed dated October 22(nd), 1998, published in the Official Gazette (Memorial) C-N(o) 44 of January 26(th), 1999, and an amendment to the articles of association of the Issuer by way of a notarial deed dated December 4(th), 1998, published in the Official Gazette (Memorial) C-N(o) 144 of March 5(th), 1999, and an amendment to the articles of association of the Issuer by way of a notarial deed dated June 14(th), 1999, and published in the Official Gazette (Memorial) C-N(o) 692 of September 16(th), 1999; (e) an excerpt from the trade and company register at the district court in Luxembourg; (f) the board of directors' resolutions of the Issuer dated March 2, 1999 and July 23, 2001, resolving INTER ALIA the issue of the Initial Debt Securities and the Additional Debt Securities, the entry into any and all contractual documents in connection therewith (the "Agreements") and the filing of the Registration Statement and the Additional Registration Statement; and (g) all other relevant corporate documents of the Issuer and such further documents and matters of law as we have considered necessary or appropriate for the rendering of this opinion. For the purposes of this opinion, we have assumed with your consent, and we have not verified independently, the following: (i) the genuineness of all the signatures and documents submitted to us as originals and the conformity to the originals thereof of the Additional Registration Statement, the Registration Statement and other documents in respect of the Initial Debt Securities and the Additional Debt Securities submitted to us as copies or specimens; (ii) the due authorization, execution and delivery of all documents in respect of the Initial Debt Securities and the Additional Debt Securities by all the parties thereto (other than the Issuer), as well as the power, authority and legal right of all the parties thereto (other than the Issuer) to enter into, execute, deliver and perform their respective obligations thereunder, and compliance with all applicable laws and regulations, other than Luxembourg law; (iii) that all authorizations and consents of any country other than Luxembourg which may be required in connection with the execution, delivery and performance of the Agreements and other documents, including the Additional Registration Statement and the Registration Statement, in respect of the issue of the Initial Debt Securities and the Additional Debt Securities have been or will be obtained; (iv) the validity and enforceability of the Agreements and other documents in respect of the Initial Debt Securities and the Additional Debt Securities under their governing laws (other than the laws of Luxembourg); (v) that the Initial Debt Securities and the Additional Debt Securities will not be the subject of a public offering in Luxembourg, unless the relevant requirements of Luxembourg law concerning public offerings of securities have been fulfilled; and (vi) that there are no provisions of the laws of any jurisdiction outside Luxembourg which would have any negative impact on the opinions we express in this legal opinion. Subject to the assumptions made above and the qualifications set forth below, we are of the opinion as at the date hereof that: (1) The Issuer is a limited liability company validly organized and existing under the laws of Luxembourg and has all requisite corporate power and authority to issue the Additional Debt Securities. (2) All necessary action required to be taken by the Issuer pursuant to the laws of Luxembourg has been taken by or on behalf of the Issuer and all the necessary authorizations and approvals of government authorities in Luxembourg have been duly obtained for the issue by the Issuer of the Additional Debt Securities. (3) No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency in Luxembourg is necessary or required to be 2 made or obtained by Tyco or the Issuer in connection with the issue by the Issuer of the Additional Debt Securities. (4) There are no taxes, duties, or other charges payable to or chargeable by the Government of Luxembourg, or any authority or agency thereof, in respect of the issue by the Issuer of the Additional Debt Securities. The above opinions are subject to the following qualifications: a) Although this is rarely done in practice, if any or all Agreements, the Registration Statement or the Additional Registration Statement were produced in Luxembourg proceedings or in front of a Luxembourg official authority, the court could order the registration thereof, in which case an ad valorem tax would be payable at the rate of 0.24 per cent., unless production was made in an enforceability claim under the provisions of the European Convention on Jurisdiction and Enforcement of Judgments in Civil and Commercial Matters signed at Brussels on 27th September, 1968, as amended. b) This opinion is limited to matters of Luxembourg law only and we express no opinion other than with respect to Luxembourg law under the assumptions and reservations made hereunder. c) This opinion is as of this date and we undertake no obligation to update it or advise of changes hereafter occurring. We express no opinion as to any matters other than those expressly set forth herein, and no opinion is, or may be, implied or inferred herefrom. It should be noted that there are always irreconcilable differences between languages making it impossible to guarantee a totally accurate translation or interpretation. In particular, there are always some legal concepts which exist in one jurisdiction and not in another, and in those cases it is bound to be difficult to provide a completely satisfactory translation or interpretation because the vocabulary is missing from the language. This opinion shall be construed in accordance with Luxembourg law and Luxembourg legal concepts are expressed in English terms and not in their original French terms. The concepts concerned may not be identical to the concepts described by the same English terms as they exist under the laws of other jurisdictions. This opinion may, therefore, only be relied upon under the express condition that any issues of interpretation arising thereunder will be governed by Luxembourg law and be brought before a Luxembourg court. Nothing in this opinion should be taken as expressing an opinion in respect of any representations or warranties, or other information, contained in the Prospectus incorporated by reference into the Additional Registration Statement and the Registration Statement or any other document examined in connection with the opinion except as expressly confirmed herein. We hereby consent to the inclusion of the opinion as an exhibit to the Additional Registration Statement. We also consent to the reference to our firm under the caption "Legal Matters" in the Prospectus incorporated by reference into the Additional Registration Statement. Yours faithfully, BEGHIN & FEIDER in association with ALLEN & OVERY /s/ MARC FEIDER ---------------------------------------------------------------------- Marc Feider 3 EX-5.3 4 a2054902zex-5_3.txt EXHIBIT 5.3 EXHIBIT 5.3 [LETTERHEAD OF WILMER, CUTLER & PICKERING] July 24, 2001 Tyco International Ltd. The Zurich Centre, Second Floor 90 Pitts Bay Road Pembroke HM08 Bermuda Tyco International Group S.A. 6, avenue Emile Reuter Second Floor L- 2420 Luxembourg Ladies and Gentlemen: We have acted as United States securities counsel for Tyco International Ltd., a Bermuda company ("Tyco"), and Tyco International Group S.A., a Luxembourg company (the "Issuer"), in connection with the filing by Tyco and the Issuer with the United States Securities and Exchange Commission (the "Commission") of a registration statement on Form S-3 (the "Additional Registration Statement") for an aggregate initial offering price not to exceed US$300,000,000. Tyco and the Issuer previously filed a registration statement (File Nos. 333-44100 and 333-44100-01)(as amended, the "Registration Statement"), that relates to the Issuer's (i) unsecured debt securities (the "Initial Debt Securities"), (ii) guarantees (the "Initial Guarantees") and (iii) common shares to be issued upon conversion or exchange of the Initial Debt Securities by Tyco (the "Initial Common Shares"), to be issued from time to time pursuant to Rule 415 under the United States Securities Act of 1933, as amended (the "Securities Act"), for an aggregate initial offering price not to exceed US$3,500,000,000. The Initial Debt Securities are to be issued in one or more series pursuant to Indentures among the Issuer, Tyco (as Guarantor) and the trustees thereunder (the "Trustees"). The Additional Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act with respect to the Registration Statement to register additional securities in an amount and at a price that represents no more than 20% of the amount of the maximum aggregate offering price set forth in the Registration Statement that remains available for issuance. In connection with the Additional Registration Statement certain legal matters related to the registration of additional debt securities pursuant to the Additional Registration Statement (the "Additional Debt Securities"), additional guarantees pursuant to the Additional Registration Statement (the "Additional Guarantees") and additional common shares pursuant to the Additional Registration Statement (the "Additional Common Shares") are being passed upon for Tyco and the Issuer by us. We have examined (i) the form of Senior Indenture filed as Exhibit 4.1 to Post-Effective Amendment No. 1 to the registration statement dated June 9, 1998, pursuant to which the Initial Debt Securities and the Additional Debt Securities may be issued; (ii) the form of Subordinated Indenture filed as Exhibit 4.2 to the Registration Statement, pursuant to which the Initial Debt Securities and the Additional Debt Securities may be issued (together with the Senior Indenture, the "Indentures"); (iii) the Additional Registration Statement; (iv) the Registration Statement; and (v) originals, photocopies or conformed copies of all such records of Tyco, the Issuer and their subsidiaries, all such agreements and certificates of public officials, and such other documents as we have deemed relevant and necessary as a basis for the opinion hereinafter expressed. In addition, we have examined and relied upon the opinions of Appleby Spurling & Kempe, Bermuda counsel to Tyco, with respect to the authorization of Tyco to issue the Additional Guarantees and the authorization and validity upon Tyco International Ltd. Tyco International Group S.A. July 24, 2001 Page 2 issuance of Tyco's Additional Common Shares, and Beghin & Feider, Luxembourg counsel to the Issuer, with respect to the Issuer's authorization to issue the Additional Debt Securities. In connection with this opinion, we have assumed that (i) the Additional Registration Statement, and any amendments thereto (including post-effective amendments), will have become effective; (ii) the Registration Statement, and any amendments thereto (including post-effective amendments), will remain effective; (iii) a prospectus supplement will have been prepared and filed with the Commission describing the Initial Debt Securities and the Additional Debt Securities offered thereby and the Initial Guarantees and the Additional Guarantees; (iv) all Initial Debt Securities and Additional Debt Securities will be issued and sold in the manner stated in the Additional Registration Statement, the Registration Statement and the appropriate prospectus supplement; (v) the Indentures and any applicable supplemental indentures will have been duly authorized, executed and delivered by the Issuer, Tyco and the Trustees, and any such supplemental indentures will conform to the Indentures and to applicable law; (vi) a definitive purchase, underwriting or similar agreement with respect to any Initial Debt Securities and Additional Debt Securities offered will have been duly authorized, validly executed and delivered by the Issuer, Tyco and the other parties thereto; and (vi) any Initial Common Shares and Additional Common Shares issuable upon conversion or exchange of the Initial Debt Securities and the Additional Debt Securities being offered will be duly authorized, created and, if applicable, reserved for issuance upon such conversion or exchange. Based upon and subject to the foregoing, we are of the opinion that: With respect to Additional Debt Securities to be issued under the Indenture, when (i) the applicable Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended; (ii) the Board of the Issuer has taken all necessary corporate action to approve the issuance and terms of such Additional Debt Securities, the terms of the offering thereof and related matters; and (iii) such Additional Debt Securities have been duly executed, authenticated, issued and delivered in accordance with the provisions of the applicable Indenture, the applicable supplemental indenture and the provisions of the applicable definitive purchase, underwriting or similar agreement approved by authorization of the Board of the Issuer upon payment of the consideration therefor provided for therein such Additional Debt Securities will be legally issued and will constitute valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, except as such enforcement is subject to any applicable bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally and general principles of equity. With respect to the Additional Guarantees, when (i) the Board of Tyco has taken all necessary corporate action to approve the creation of and the issuance and terms of the Additional Guarantees and related matters; and (ii) the Additional Guarantees have been duly executed, authenticated, issued and delivered by Tyco in accordance with the Indentures, such Additional Guarantees will be legally issued and will constitute valid and binding obligations of Tyco, enforceable against Tyco in accordance with their terms, except as such enforcement is subject to any applicable bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally and general principles of equity. We hereby consent to the filing of this opinion as an exhibit to the Additional Registration Statement and to the statements made with respect to us under the caption "Legal Matters" in the Prospectus incorporated by reference into the Additional Registration Statement. Tyco International Ltd. Tyco International Group S.A. July 24, 2001 Page 3 In rendering the foregoing opinion, we do not express an opinion concerning any laws other than the laws of the State of New York and the federal laws of the United States of America. Sincerely, WILMER, CUTLER & PICKERING By: /s/ MEREDITH B. CROSS ----------------------------------------- Meredith B. Cross, a Partner
EX-23.1 5 a2054902zex-23_1.txt EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of Tyco International Ltd. and Tyco International Group S.A. of our report dated October 24, 2000, except as to Note 25 which is as of December 4, 2000, relating to the financial statements and financial statement schedule, which appears in Tyco International Ltd.'s Annual Report on Form 10-K for the year ended September 30, 2000. We also consent to the reference to us under the heading "Experts" in the Registration Statements on Form S-3 declared effective on September 18, 2000 (File Nos. 333-44100 and 333-44100-01). /s/ PricewaterhouseCoopers Hamilton, Bermuda July 23, 2001 EX-23.2 6 a2054902zex-23_2.txt EXHIBIT 23.2 EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of Tyco International Ltd. and Tyco International Group S.A. of our report dated February 12, 1999 (except with respect to the matter disclosed in Note 18--Merger with Tyco International Ltd., as to which the date is April 2, 1999) on our audit of the consolidated balance sheet of AMP Incorporated and subsidiaries as of September 30, 1998, and the related consolidated statements of income, shareholders' equity and cash flows for the year ended September 30, 1998, included in the Tyco International Ltd. Form 10-K filed December 21, 2000 and to all references to our Firm included in this Registration Statement. /s/ Arthur Andersen LLP Philadelphia, Pennsylvania July 23, 2001 EX-23.3 7 a2054902zex-23_3.txt EXHIBIT 23.3 EXHIBIT 23.3 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS The Board of Directors The CIT Group, Inc. We consent to the use of our report dated January 25, 2001, except as to Note 25 which is as of March 13, 2001, relating to the consolidated balance sheets of The CIT Group, Inc. and subsidiaries as of December 31, 2000 and 1999, and the related consolidated statements of income, changes in stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2000, incorporated by reference in the Registration Statement on Form S-3 of Tyco International Ltd. and Tyco International Group S.A., which report appears in the April 3, 2001 Current Report on Form 8-K of Tyco International Ltd., which is also incorporated by reference herein, and to the reference to our firm in the Registration Statement. /s/ KPMG LLP Short Hills, New Jersey July 23, 2001 -----END PRIVACY-ENHANCED MESSAGE-----