[CLIFFORD CHANCE LOGO] LIMITED LIABILITY PARTNERSHIP
---------------------------------------------------------------------------
CLIFFORD CHANCE OPINION LETTER
ISSUED IN CONNECTION WITH THE ISSUE OF EXCHANGE
SECURITIES
---------------------------------------------------------------------------
28 March, 2002
Enodis Plc (the "COMPANY")
Washington House
▇▇-▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇ ▇▇▇
Dear Sirs,
ENODIS PLC: PROPOSED EXCHANGE OFFER OF UNRESTRICTED 10 3/8% SENIOR NOTES DUE
2012 FOR RESTRICTED 10 3/8% SENIOR NOTES DUE 2012
We have acted as your English legal advisers in connection with the registration
under the Securities Act of 1933, as amended (the "SECURITIES ACT") of a
proposed exchange offer of unrestricted (pound)100,000,000 10 3/8% Senior Notes
due 2012 (the "EXCHANGE SECURITIES") issued by you for your outstanding
(pound)100,000,000 10 3/8% Senior Notes due 2012 (the "NOTES"), as described in
the registration statement on Form F-4 filed with the Securities and Exchange
Commission (the "REGISTRATION STATEMENT") today. The Notes will be issued
pursuant to an indenture, dated 26 March 2002 (the "INDENTURE") between you and
The Bank of New York, as trustee (the "TRUSTEE").
1. INTRODUCTION
1.1 INTERPRETATION
Headings in this Opinion Letter are for ease of reference only and
shall not affect its interpretation.
1.2 LEGAL REVIEW
For the purpose of issuing this Opinion Letter we have reviewed only
the documents and completed only the searches and enquiries referred to
in Schedule 1 (DOCUMENTS AND ENQUIRIES) to this Opinion Letter.
- 2 -
1.3 APPLICABLE LAW
This Opinion Letter and the opinions given in it are, and are to be,
governed by and construed in accordance with, English law and relate
only to English law as applied by the English courts as at today's
date. We express no opinion in this Opinion Letter on the laws of any
other jurisdiction.
1.4 ASSUMPTIONS AND RESERVATIONS
The opinions given in this Opinion Letter are given on the basis of our
understanding of the documents we have reviewed as set out in Schedule
1 (DOCUMENTS AND ENQUIRIES) and the assumptions set out in Schedule 2
(ASSUMPTIONS) and are subject to the reservations set out in Schedule 3
(RESERVATIONS) to this Opinion Letter. The opinions given in this
Opinion Letter are strictly limited to the matters stated in paragraph
2 (OPINIONS) and do not extend to any other matters.
2. OPINIONS
We are of the opinion that:
2.1 the Company has been duly incorporated as a company with limited
liability, and has been re-registered as a public company, under the
laws of England and Wales with all corporate power and authority to
enter into the Indenture and to issue the Exchange Securities;
2.2 the Indenture has been duly authorised, and (to the extent, if any,
required or governed by English law) executed and delivered by the
Company;
2.3 the issue of the Exchange Securities has been duly authorised by the
Company; and
2.4 the statements set forth under the heading "Taxation - United Kingdom
Taxation" in the Registration Statement fairly summarise the matters
therein described, subject to the reservations contained therein and in
the section of the Registration Statement under the heading "Taxation".
3. LIMITS OF OUR OPINION
We express no opinion as to whether the entry by the Company into the
Indenture, or the performance of its obligations thereunder, or the
issue of the Notes or the Exchange Securities or the performance
thereof, would conflict with or result in a breach of or constitute a
default under any agreement, deed, instrument or other document to
which the Company or any of its subsidiaries is a party.
We express no opinion as to any agreement, instrument or other document
other than as specified in this letter. Save as set out in clause 2.4
above, we express no opinion as to tax or as to any liability to tax,
including (without limitation) any tax which may arise or be suffered
as a result of or in connection with the Indenture, any other document,
the Notes, the Exchange Securities, or the creation or issue of the
Notes or the Exchange Securities.
This letter shall be governed by, and construed in accordance with,
English law.
- 3 -
4. ADDRESSEES AND PURPOSE
This Opinion Letter is given solely to the Company in connection with
the registration of the Exchange Notes under the Securities Act.
However we hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to us under the
heading "Legal Matters" in the Company's prospectus contained therein.
In giving such consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the
Securities Act.
Yours faithfully,
/s/ Clifford Chance
▇▇▇▇▇▇▇▇ CHANCE
LIMITED LIABILITY PARTNERSHIP
- 4 -
SCHEDULE 1
DOCUMENTS AND ENQUIRIES
1. DOCUMENTS
We have reviewed only the following documents for the purposes of this
Opinion Letter:
(a) The indenture dated 26 March 2002 relating to the Notes (the
"INDENTURE").
(b) A form of the Exchange Securities included in the Indenture.
(c) The statements set forth under the heading "Taxation - United
Kingdom Taxation" in the Registration Statement.
(d) A copy, certified a true copy by ▇▇▇▇▇ ▇▇▇▇▇▇, Secretary of
the Company, of the certificate of incorporation (including
any certificate of name change) and the memorandum and
articles of association of the Company.
(e) A copy, certified a true copy by ▇▇▇▇▇ ▇▇▇▇▇▇, of the minutes
of meetings of the board of directors of the Company held on 1
March 2002 and 15 March 2002, and of a committee of the board
of directors of the Company held on 19 March 2002 and 28 March
2002.
2. SEARCHES AND ENQUIRIES
We have undertaken only the following searches and enquiries for the
purposes of this Opinion Letter.
(a) Searches were conducted at the Registrar of Companies in
respect of the Company on 28 March 2002.
(b) Enquiries by telephone were made at the Central Index of
Winding Up Petitions on 28 March 2002 at or around 11.30 a.m.
with respect to the Company.
- 5 -
SCHEDULE 2
ASSUMPTIONS
The opinions in this Opinion Letter have been made on the following assumptions.
1. ORIGINAL AND GENUINE DOCUMENTATION
(a) All signatures, stamps and seals are genuine, all original
documents are authentic and all copy documents are complete
and conform to the originals.
(b) Any certificate referred to in Schedule 1 (DOCUMENTS AND
ENQUIRIES) is correct in all respects.
2. CORPORATE AUTHORITY OF THE COMPANY
(a) There have been no amendments to the form of the memorandum
and articles of association of the Company referred to in
Schedule 1 (DOCUMENTS AND ENQUIRIES).
(b) The resolutions of the board of directors of the Company or
committee thereof set out in the minutes referred to in
Schedule 1 (DOCUMENTS AND ENQUIRIES):
(i) were duly passed at properly convened and quorate
meetings of duly appointed directors or, as the case
may be, duly appointed and quorate committees of
directors of the Company;
(ii) have not been amended or rescinded and are in full
force and effect; and
all factual matters referred to in those minutes are true.
(c) Each director has disclosed any interest which he may have in
the transactions contemplated by the Indenture in accordance
with the provisions of the Companies Act 1985 and the articles
of association of the Company and none of the directors of the
Company has any interest in such transactions except to the
extent permitted by the articles of association of the Company
and the Companies Act 1985.
(d) The execution and delivery of the Indenture by the Company and
the exercise of its rights and performance of the Company's
obligations thereunder will sufficiently benefit and is in the
interests of the Company.
(e) The provisions of article 109 of the articles of association
of the Company (which limit the Company's directors' authority
to borrow) have been, and will be, duly observed.
(f) That the Exchange Securities are or will be offered to persons
whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent)
for the purposes of their business and otherwise in compliance
with the provisions of the Financial Services and Markets Act
2000.
(g) The Notes and Exchange Securities do not carry and will not at
any time carry a right to interest the amount of which exceeds
a reasonable commercial return on
- 6 -
the nominal amount of the capital. The Notes and Exchange
Securities do not carry and will not at any time carry a right
on repayment to an amount which exceeds the nominal amount of
the capital and is not reasonably comparable with what is
generally repayable (in respect of a similar nominal amount of
capital) under the terms of issue of loan capital listed in
the Official List of the Financial Services Authority acting
in its capacity as the competent authority for the purposes of
Part VI of the Financial Services and Markets Act 2000.
(h) That the directors of the Company, in resolving to create and
issue the Exchange Securities and to execute the Indenture,
have acted BONA FIDE, in good faith and in the interests of
the Company and, for the avoidance of doubt, other than for
the sole purpose of replacing one loan facility with another
in order to avoid the provisions of sections 151 to 158 of the
Companies Act 1985.
(i) That the Company does not hold itself out as accepting
deposits on a day to day basis and any deposits which are
accepted are accepted only on particular occasions.
(j) Without prejudice to any of the statements in Searches and
Enquiries below, that the Company has not passed a voluntary
winding-up resolution, no petition has been presented or order
made by a court for the winding-up, dissolution or
administration of the Company, and no receiver, trustee,
administrator or similar officer has been appointed in
relation to the Company or any of its assets or revenues.
3. SEARCHES AND ENQUIRIES
There has been no alteration in the status or condition of the Company
as disclosed by the searches and enquiries referred to in Schedule 1
(DOCUMENTS AND ENQUIRIES). Those searches and enquiries are not
conclusively capable of disclosing whether an interim or final
administration order or winding up order has been made or resolution
passed for the winding up of a company or whether notification of a
moratorium has been given or a receiver, administrative receiver,
administrator or liquidator has been appointed (or petition made for
the winding up) of a company. In particular, notice of these matters
may not yet have been filed with the Registrar of Companies (or if
filed, may not yet be publicly available) and notice of a petition for
winding up is not required to be filed with the Registrar. In addition,
details of a petition for winding up may not be entered on the Central
Index of Winding-Up Petitions immediately (or in the case of a petition
presented to a County Court, may not have been notified for entry on
the Central Index at all) and any response to an enquiry would only
relate to the last six months prior to the enquiry. There is no central
index of filings of moratoria available to search.
- 7 -
SCHEDULE 3
RESERVATIONS
The opinions in this Opinion Letter are subject to the following reservations.
1. STAMP DUTY AND STAMP DUTY RESERVE TAX
The above opinion, to the extent it relates to stamp duty and stamp
duty reserve tax, assumes that any transfer of, or agreement to
transfer, a noteholder's rights in respect of Notes or Exchange
Securities held in a clearing system does not amount to the transfer
of, or an agreement to transfer either:
(i) an interest in such Notes or Exchange Securities; or
(ii) rights against the clearing system;
in each case falling short of full ownership of the relevant Notes or
Exchange Securities. Whilst this point is not entirely free from doubt,
we are not aware of the United Kingdom Inland Revenue seeking to charge
stamp duty or stamp duty reserve tax on the basis that the legal
position is as set out in (i) or (ii) above. Moreover certain published
correspondence with the Inland Revenue suggests that the Inland Revenue
consider that this would not be a basis on which tax could be charged.
2. OTHER QUALIFICATIONS
Any provision which constitutes, or purports to constitute, a
restriction on the exercise of any statutory power by any person may be
ineffective.
- 8 -