EX-5.1 8 a2163915zex-5_1.htm EXHIBIT 5-1

Exhibit 5.1

 

November 23, 2005

 

Kerzner International Limited

Kerzner International North America, Inc.

Coral Towers - Executive Office

Paradise Islands, The Bahamas

 

Kerzner International Limited
Kerzner International North America, Inc.

 


 

6¾% Senior Subordinated Notes due 2015


 

Form F-4 Registration Statement

 

Ladies and Gentleman:

 

I am Executive Vice President and General Counsel for Kerzner International Limited, an international business company organized and existing under the laws of the Commonwealth of The Bahamas (“Kerzner International”) and Kerzner International North America, Inc., a Delaware corporation and a wholly owned subsidiary of Kerzner International (“KINA” and, together with Kerzner International, the “Issuers”), and as such have acted as counsel in connection with the filing by the Issuers with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form F-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”) relating to the proposed issuance and exchange (the “Exchange Offer”) of up to $400,000,000 aggregate principal amount of their 6¾% Senior Subordinated Notes due 2015 (the “New Notes”), which have been registered under the Act, for a like principal amount of the Issuers’ issued and outstanding 6¾% Senior Subordinated Notes due 2015 (the “Original Notes”). The New Notes are to be issued pursuant to the indenture dated as of September 22, 2005, as amended by the first supplemental indenture dated as of September 22, 2005 (the “Indenture”) among the Issuers and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”).  Capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in the Indenture.

 

In that connection, I have examined originals, copies or certified copies (or otherwise identified to my satisfaction) of such documents, corporate records and other instruments as I have deemed necessary or appropriate for purposes of this opinion, including the Indenture.

 

In rendering my opinion, I have assumed (i) the due authorization, execution and delivery of all documents by all parties other than KINA; (ii) the authenticity of all documents submitted to me as originals and (iii) conformity to originals of the documents submitted to me as copies.

 

Based on the foregoing, I am of opinion as follows:

 



 

1.             Each of the Indenture and the Registration Statement has been duly authorized, executed and delivered by KINA and the subsidiaries listed on Schedule I hereto (the “Non-Bahamian Guarantors”) and, assuming due authorization, execution and delivery thereof by the Trustee, the Indenture constitutes a legal, valid and binding obligation of KINA and the Non-Bahamian Guarantors in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether such enforceability is considered in a proceeding in equity or at law).

 

2.             The New Notes and the Guarantees issued by the Non-Bahamian Guarantors have been duly authorized by KINA and the Non-Bahamian Guarantors, respectively, and, when executed and authenticated in accordance with the provisions of the Indenture and delivered in exchange for the Original Notes pursuant to the Exchange Offer, will constitute legal, valid and binding obligations of KINA and the Non-Bahamian Guarantors, enforceable against KINA and the Non-Bahamian Guarantors in accordance with their terms and entitled to the benefits of the Indenture (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether such enforceability is considered in a proceeding in equity or at law). In expressing the opinion set forth in this Paragraph 2, I have assumed that the form of the New Notes will conform to that included in the Indenture.

 

I hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement.  I also consent to the reference to me under the caption “Legal Matters” in the Registration Statement.

 

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I am admitted to practice only in the State of New York and express no opinion herein as to matters governed by any laws other than the laws of the State of New York, the General Corporation Law of the State of Delaware and the Federal laws of the United States of America. The opinion is rendered to you solely for your benefit in connection with the transactions referred to above and may not be relied upon by any other person, firm or corporation without my prior written consent.

 

 

 

Very truly yours,

 

 

 

 /s/ Richard M. Levine

 

 

 Richard M. Levine

 

 Executive Vice President and General
 Counsel

 

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SCHEDULE I

 

Non-Bahamian Guarantors

 

Subsidiary

 

Jurisdiction of Organization

Kerzner International Management Limited

 

British Virgin Islands

Kerzner Investments Connecticut, Inc.

 

Connecticut

Kerzner International Nevada, Inc.

 

Nevada

Kerzner International Resorts Inc.

 

Florida

PIV, Inc.

 

Florida

ISS, Inc.

 

Florida

Kerzner International Marketing, Inc.

 

Florida

Kerzner Investments California, Inc.

 

Delaware

Kerzner International New York, Inc.

 

New York

Kerzner Hotels International (Bermuda) Limited

 

Bermuda

Kerzner International Finance (BVI) Limited

 

British Virgin Islands

Aberdeen Management Limited

 

Channel Islands

Birbo NV

 

Netherlands Antilles

Kerzner Hotels International Management NV

 

Netherlands Antilles

Purposeful BV

 

Netherlands

Kerzner International Marketing (UK) Limited

 

United Kingdom

Kerzner International Development Services, Inc.

 

Delaware

Kerzner New York, Inc.

 

Delaware

Solea Vacances SA

 

France

Kerzner International Development Services Mexico, S. de R.L. de C.V.

 

Mexico

Kerzner International Development Services, Inc.

 

Delaware

Kerzner International Management Services, Inc.

 

Delaware

Kerzner International California, Inc.

 

Delaware

Kerzner International Development Services Holding, L.L.C.

 

Delaware

Kerzner International Management Services Holding, L.L.C.

 

Delaware

Kerzner International Management Services Mexico, S. de R.L. de C.V.

 

Mexico

Kerzner Northampton Limited

 

United Kingdom

Kerzner Servicios Mexico, S. de R.L. de C.V.

 

Mexico

Kerzner International Development Services (UK) Limited

 

United Kingdom

 



 

Kerzner International Palm Island Limited

 

British Virgin Islands

Kerzner International UAE Limited

 

British Virgin Islands

Kerzner International Employment Services Limited

 

British Virgin Islands

Kerzner International Development FZ-LLC

 

Dubai Free Zone

Kerzner International Management FZ-LLC

 

Dubai Free Zone

One&Only Management Limited

 

British Virgin Islands

One&Only Resorts Limited

 

British Virgin Islands

Kerzner Investments BLB, Inc.

 

Delaware

Kerzner Investments Pennsylvania, Inc.

 

Delaware

Kerzner Greenwich Hotel Limited

 

United Kingdom

Kerzner Greenwich Casino Limited

 

United Kingdom

Kerzner Glasgow Limited

 

United Kingdom

Kerzner UK Gaming Limited

 

United Kingdom

Kerzner Manchester Limited

 

United Kingdom

One&Only Resorts (Deutschland) Gmbh

 

Germany

One&Only Resorts (France) EURL

 

France

One&Only Resorts (Southern Africa) (Pty) Limited

 

South Africa

World Leisure Holidays (Pty.) Limited

 

South Africa

 

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