July
12,
2006
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7
Curzon Street
London
W1J 5HG
England
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DIRECT
LINE: 441-299-4902
E-MAIL:
david.doyle@conyersdillandpearman.com
OUR
REF:
DJD/aet/384083/corp181843
YOUR
REF:
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Dear
Sirs
Amarin
Finance Ltd. (the "Company")
We
have
acted as special legal counsel in Bermuda to the Company in connection with
the
Registration Statement on Form F-3 filed by the Company and Amarin Corporation
plc ("Amarin") with the United States Securities and Exchange Commission
("Commission") under the United States Securities Act of 1933 ("Act") on
July
12, 2006 (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
of (i)
senior debt securities (the "Company Senior Debt Securities"), guaranteed
by
Amarin which may be issued pursuant to an indenture ("Company Senior Indenture")
to be executed by Company, Amarin, the subsidiary guarantors party thereto
and a
trustee to be named; and (ii) subordinated debt securities (the "Company
Subordinated Debt Securities," and together with the Company Senior Debt
Securities, the "Company Debt Securities"), guaranteed by Amarin, which may
be
issued pursuant to an indenture (each, a "Company Subordinated Indenture,"
and
together with the Company Senior Indentures, the "Company Indentures") to
be
executed by Company, Amarin, and a trustee to be named.
For
the
purposes of giving this opinion, we have examined the following
documents:
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(i)
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a
copy of the Registration Statement;
and
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(ii)
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a
copy of the forms of indentures filed as exhibits to the Registration
Statement;
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We
have
also examined the memorandum of association and the bye-laws of the Company,
each certified by the Secretary of the Company on July 12, 2006, copies of
unanimous written resolutions executed by all directors of the Company (the
"Minutes”) 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 or
unexecuted form, it will be or has been executed and/or filed in the form
of
that draft or unexecuted form, 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 capacity, power and authority of each of the parties
to
the Company Indentures, other than the Company, to enter into and perform
its
respective obligations under the Company Indentures, (d) the due execution
and
delivery of the Company Indentures by each of the parties thereto, other
than
the Company, and the physical delivery thereof by the Company with an intention
to be bound thereby, (e) the accuracy and completeness of all factual
representations made in the Registration Statement and the Company Indentures
and other documents reviewed by us, (f) that the resolutions contained in
the
Minutes were passed by unanimous written resolutions and remain in full force
and effect and have not been rescinded or amended; (g) 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, (h) the validity
and binding effect under the laws of the State of New York in the United
States
of America (the "Foreign Laws") of the Company Indentures in accordance with
their respective terms, (i) the validity and binding effect under the Foreign
Laws of the submission by the Company pursuant to the Company Indentures
to the
non-exclusive jurisdiction of state and federal courts sitting in New York
City
(the "Foreign Courts"), (j) that none of the parties to the Company Indentures
carries on business from premises in Bermuda, at which it employs staff and
pays
salaries and other expenses, (k) at the time of issue of the Company Debt
Securities, the Bermuda Monetary Authority will not have revoked or amended
its
general permission issued under the Exchange Control Act 1972 dated June
1, 2005
and (l) at the time of issue of the Company Debt Securities, the Company
will be
able to pay its liabilities as they become due.
The
obligations of the Company under the Company Indentures (a) will be subject
to
the laws from time to time in effect relating to bankruptcy, insolvency,
liquidation, possessory liens, rights of set off, reorganisation, amalgamation,
moratorium or any other laws or legal procedures, whether of a similar nature
or
otherwise, generally affecting the rights of creditors, (b) will be subject
to
statutory limitation of the time within which proceedings may be brought,
(c)
will be subject to general principles of equity and, as such, specific
performance and injunctive relief, being equitable remedies, may not be
available, (d) may not be given effect to by a Bermuda court, whether or
not it
was applying the Foreign Laws, if and to the extent they constitute the payment
of an amount which is in the nature of a penalty and not in the nature of
liquidated damages, (e) may not be given effect by a Bermuda court to the
extent
that they are to be performed in a jurisdiction outside Bermuda and such
performance would be illegal under the laws of that jurisdiction.
Notwithstanding any contractual submission to the jurisdiction of specific
courts, a Bermuda court has inherent discretion to stay or allow proceedings
in
the Bermuda courts.
We
express
no opinion as to the enforceability of any provision of the Company Indentures
which provides for the payment of a specified rate of interest on the amount
of
a judgment after the date of judgment, which purports to fetter the statutory
powers of the Company or which purports to establish the exclusive jurisdiction
of any courts.
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 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:
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1.
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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 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).
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2.
When
the Company Indentures have been duly authorized, executed and delivered
by the
parties thereto (including the Company as the issuer) in accordance with
applicable law, and when the specific terms of a particular series of Company
Debt Securities have been duly authorized and established in accordance with
the
relevant Company Indenture and such Company Debt Securities have been duly
authorized, executed, authenticated, issued and delivered in accordance with
the
relevant Company Indentures and any applicable underwriting or other agreement,
(i) the Company Debt Securities will constitute valid and binding obligations
of
the Company and (ii) the Company Indentures will constitute valid and binding
obligations of the Company.
3.
The
choice
of the Foreign Laws as the governing law of the Company Indentures is a valid
choice of law and would be recognised and given effect to in any action brought
before a court of competent jurisdiction in Bermuda, except for those laws
(i)
which such court considers to be procedural in nature, (ii) which are revenue
or
penal laws or (iii) the application of which would be inconsistent with public
policy, as such term is interpreted under the laws of Bermuda.
We
hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to our firm under the caption "Legal Matters"
in
the prospectus forming part of the Registration Statement.
In
giving
this consent, we do not admit that we are experts within the meaning of section
11 of the Act or that we are in the category of persons whose consent is
required under section 7 of the Act or the rules and regulations of the
Commission promulgated thereunder.
Yours
faithfully
/s/
Conyers Dill & Pearman