EXHIBIT 5.2
October 7, 2005
IPC Holdings, Ltd.,
00 Xxxxxxxx Xxxx,
Xxxxxxxx XX 00, Xxxxxxx.
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933, as
amended (the "Act"), by IPC Holdings, Ltd., a Bermuda exempted company (the
"Company"), of $1,250,000,000 aggregate amount of (i) senior and subordinated
debt securities, (ii) preferred shares, (iii) depositary shares, (iv) common
shares, par value $0.01 per share, (v) share purchase contracts, and (vi) units
of the Company, we, as your United States counsel, have examined such corporate
records, certificates and other documents, including the resolutions of the
Company's board of directors authorizing the issuance of the securities referred
to above (the "Resolutions"), and such questions of law, as we have considered
necessary or appropriate for the purposes of this opinion.
Upon the basis of such examination, we advise you that, in our opinion:
(1) Senior and Subordinated Debt Securities. When the Company's
registration statement on Form S-3 (the "Registration Statement") has
become
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effective under the Act, when the indenture relating to the senior debt
securities and the indenture relating to the subordinated debt securities
of the Company (each, an "Indenture" and together, the "Indentures") have
been duly authorized, executed and delivered, when the terms of the senior
and subordinated debt securities and of their issuance and sale have been
duly established in conformity with the applicable Indenture so as not to
violate any applicable law or result in a default under or breach of any
agreement or instrument binding upon the Company and so as to comply with
any requirement or restriction imposed by any court or governmental body
having jurisdiction over the Company and when the senior and subordinated
debt securities have been duly executed and authenticated in accordance
with the applicable Indenture and issued and sold as contemplated in the
Registration Statement, and if all the foregoing actions are taken pursuant
to the authority granted in the Resolutions, the senior and subordinated
debt securities will constitute valid and legally binding obligations of
the Company, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equity
principles. The senior and subordinated debt securities covered by the
opinion in this paragraph include any senior or subordinated debt
securities, as the case may be, that may be issued upon exercise or
otherwise
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pursuant to the terms of any other securities covered by the Registration
Statement.
(2) Depositary Shares. When the Registration Statement has become
effective under the Act, when the terms of the deposit agreement under
which the depositary shares are to be issued have been duly established
under New York law and the deposit agreement has been duly authorized,
executed and delivered, when the terms of the depositary shares and of
their issuance and sale have been duly established in conformity with the
deposit agreement, when the preferred shares represented by the depositary
shares have been duly delivered to the depositary and the depositary
receipts evidencing the depositary shares have been duly issued against
deposit of the preferred shares in accordance with the deposit agreement
and issued and sold as contemplated by the Registration Statement, and if
all the foregoing actions are taken pursuant to the authority granted in
the Resolutions and so as not to violate any applicable law or result in a
default under or breach of any agreement or instrument binding upon the
Company and so as to comply with any requirement or restriction imposed by
any court or governmental body having jurisdiction over the Company, the
depositary receipts evidencing the depositary shares will be validly issued
and will entitle the holders thereof to the rights specified in the
depositary shares and the deposit agreement, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and
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similar laws of general applicability relating to or affecting creditors'
rights and to general equity principles. The depositary shares covered by
the opinion in this paragraph include any depositary shares that may be
issued upon exercise or otherwise pursuant to the terms of any other
securities covered by the Registration Statement.
(3) Share Purchase Contracts. When the Registration Statement has
become effective under the Act, when the terms of the governing instruments
or agreements under which the share purchase contracts are to be issued
have been duly established under New York law and the governing instruments
or agreements have been duly authorized, executed and delivered, when the
terms of such share purchase contracts and of their issuance and sale have
been duly established in conformity with the applicable governing
instruments or agreements and such share purchase contracts have been duly
authorized, executed and authenticated in accordance with the applicable
governing instruments or agreements and issued and sold as contemplated in
the Registration Statement, and if all the foregoing actions are taken
pursuant to the authority granted in the Resolutions and so as not to
violate any applicable law or result in a default under or breach of any
agreement or instrument binding upon the Company and so as to comply with
any requirement or restriction imposed by any court or governmental body
having jurisdiction over the Company, such share
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purchase contracts will constitute valid and legally binding obligations of
the Company, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equity
principles. The share purchase contracts covered by the opinion in this
paragraph include any share purchase contracts that may be issued upon
exercise or otherwise pursuant to the terms of any other securities covered
by the Registration Statement.
(4) Units. When the Registration Statement has become effective under
the Act, when the terms of the unit agreements under which the units are to
be issued have been duly established under New York law and the unit
agreements have been duly authorized, executed and delivered, when the
terms of such units and of their issuance and sale have been duly
established in conformity with the applicable unit agreements and such
units have been duly executed and authenticated in accordance with the
applicable unit agreements and issued and sold as contemplated in the
Registration Statement, and if all the foregoing actions are taken pursuant
to the authority granted in the Resolutions and so as not to violate any
applicable law or result in a default under or breach of any agreement or
instrument binding upon the Company and so as to comply with any
requirement or restriction imposed by any court or governmental body having
jurisdiction over the Company, such units will constitute valid and legally
binding
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obligations of the Company, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights and to general
equity principles. The units covered by the opinion in this paragraph
include any units that may be issued upon exercise or otherwise pursuant to
the terms of any other securities covered by the Registration Statement.
We note that, as of the date of this opinion, a judgment for money in an
action based on a security denominated in a foreign currency, composite currency
or currency unit in a Federal or state court in the United States ordinarily
would be enforced in the United States only in United States dollars. The date
used to determine the rate of conversion of the foreign currency, composite
currency or currency unit in which a particular security is denominated into
United States dollars will depend upon various factors, including which court
renders the judgment. In the case of a security denominated in a foreign
currency, composite currency or currency unit, a state court in the State of New
York rendering a judgment on such a security would be required under Section 27
of the New York Judiciary Law to render such judgment in the foreign currency,
composite currency or currency unit in which the security is denominated, and
such judgment would be converted into United States dollars at the exchange rate
prevailing on the date of entry of the judgment.
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The foregoing opinion is limited to the federal laws of the United States
and the laws of the State of New York, and we are expressing no opinion as to
the effect of the laws of any other jurisdiction. With respect to all matters of
Bermuda law, we note that you are being provided with the opinion, dated the
date hereof, of Xxxxxxx Xxxx & Xxxxxxx, Bermuda counsel to the Company.
For purposes of our opinion, we have assumed that (i) the Company has been
duly incorporated and is an existing company under the laws of Bermuda, (ii) the
Indentures, the senior and subordinated debt securities, the depositary shares,
the share purchase contracts and the units of the Company have been or will be
duly authorized, executed, issued and delivered by the Company insofar as the
laws of Bermuda are concerned and (iii) the preferred shares and common shares
of the Company have been or will be duly authorized, executed, issued and
delivered by the Company under Bermuda law.
Also, we have also relied as to certain factual matters on information
obtained from public officials, officers of the Company and other sources
believed by us to be responsible, and we have assumed that the Indentures have
been duly authorized, executed and delivered by the trustee thereunder, and that
all other governing documents under which, if applicable, any securities covered
by the Registration Statement may be issued, will have been duly authorized,
executed and delivered by all parties thereto and that the signatures on
documents examined by us are genuine. We have further assumed
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that the issuance or delivery by the Company of any securities other than the
securities covered by the Registration Statement, or of any other property, upon
exercise or otherwise pursuant to the terms of the securities, will be effected
pursuant to the authority granted in the Resolutions and so as not to violate
any applicable law or result in a default under or breach of any agreement or
instrument binding on the Company and so as to comply with any requirement or
restriction imposed by any court or governmental body having jurisdiction over
the Company. Finally, we have assumed that the authority granted in the
Resolutions will remain in effect at all relevant times.
We are expressing no opinion as to any obligations that parties other than
the Company may have under or in respect of the securities covered by the
Registration Statement or as to the effect that their performance of such
obligations may have upon any of the matters referred to above.
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 "Validity of
Securities" in the Prospectus. 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 Act.
Very truly yours,
/s/ Xxxxxxxx & Xxxxxxxx LLP
