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EXHIBIT 5.2
[XXXX XXXXXX XXXXXX LUBERSKY LLP LETTERHEAD]
December ___, 1997
Cullyspring Water Co., Inc.
Xxx Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Ladies and Gentlemen:
We refer to the offer of Sparkling Spring Water Group Limited (the
"Issuer") and Cullyspring Water Co., Inc. (the "Guarantor") to exchange $1,000,
aggregate principal amount of 11-1/2% Senior Subordinated Notes due 2007 of the
Issuer (the "Exchange Notes") (together with the related guarantee of the
Guarantor), for each $1,000 aggregate principal of the outstanding unregistered
11-1/2% Senior Subordinated Notes due 2007 of the Issuer (together with the
related guarantee of the Guarantor), which Exchange Notes (and the related
guarantee of the Guarantor) are the subject of the Registration Statement on
Form F-4, to which this opinion is an Exhibit, filed with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act") (the "Registration Statement").
In connection herewith, we have examined the Indenture, dated as of
November 19, 1997 among the Issuer, the Guarantor and Bankers Trust Company as
trustee the ("Indenture"), and the Exchange Notes (and the related guarantee of
the Guarantor included therewith) (the Indenture, the Exchange Notes and the
related guarantee of the Exchange Notes of the Guarantor are collectively
referred to herein as the "Documents"), together with such corporate records,
certificates and other documents, and such questions of law, as we have
considered necessary or appropriate for the purposes of this opinion. We have
not participated in the preparation of the Registration Statement, and express
no opinion as to the quality of the disclosures contained therein, or to the
compliance by the Issuer and the Guarantor with any federal or state securities
laws.
On the basis of the foregoing examination, we advise you that, upon the
(i) Registration Statement becoming effective under the Act, and (ii)
qualification of the Indenture under the Trust Indenture Act of 1939, as
amended, in our opinion the guarantee of the Exchange Notes by the Guarantor
will have been duly authorized by the Guarantor.
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The foregoing opinion is limited to the laws of the State of
Washington.
We consent to the filing of this opinion with the Commission as an
Exhibit to the Registration Statement and to the use of our name under the
caption "Legal Matters" in the Prospectus included therein. Our opinion is
rendered solely for your information in connection with the foregoing, and may
not be relied upon by any other person or for any other purpose without our
prior written consent. In giving this opinion, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Act or the Rules and Regulations of the Commission.
Very truly yours,
/s/ XXXX XXXXXX XXXXXX LUBERSKY LLP
