[XXXXXXXXXX & XXXXX LETTERHEAD]
Exhibit 5.1
December 19, 2002
Herbalife International, Inc.
and each of the Guarantors
of the Series B Notes
0000 Xxxxxxx Xxxx Xxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Ladies and Gentlemen:
In connection with the registration under the Securities Act of
1933, as amended (the "Act") of $165,000,000 principal amount of 11-3/4% Series
B Senior Subordinated Notes due 2010 (the "Series B Notes") of Herbalife
International, Inc., a Nevada corporation (the "Issuer"), and the guarantees by
each of the guarantors listed on Schedule A hereto (such guarantors are
hereinafter referred to as the "Guarantors" and the Guarantors, together with
the Issuer, are hereinafter referred to as the "Registrants") of the Issuer's
obligations under the Series B Notes (the "Guarantees" and, together with the
Series B Notes the "Securities"), we, as your special counsel, have examined
originals or copies, certified or otherwise identified to our satisfaction, of
such corporate records, agreements, documents and other instruments and such
certificates or comparable documents of public officials and representatives of
the Registrants, and have made such other and further investigations, as we have
deemed relevant and necessary as a basis for the opinion hereinafter set forth.
In such
Herbalife International, Inc. 2 December 19, 2002
examination, we have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as certified or photostatic copies and the authenticity of the originals of
such latter documents. Capitalized terms used but not otherwise defined herein
shall have the meaning ascribed to them in the Indenture relating to the
Securities.
Based on the foregoing, and subject to the qualifications and
limitations stated herein, we advise you that, in our opinion, when the
Registration Statement on Form S-4 registering the Securities (the "Registration
Statement") has become effective under the Act, the terms of the Securities have
been duly established in conformity with the 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 Issuer or the Guarantors and so as to comply with
any requirement or restriction imposed by any court or governmental body having
jurisdiction over the Issuer and the Guarantors, and the Securities have been
duly executed and authenticated in accordance with the Indenture and issued and
delivered in exchange for the Series A Notes and the guarantees thereon as
contemplated in the Registration Statement, the Series B Notes will constitute
the valid and legally binding obligations of the Issuer and the Guarantees will
constitute valid and legally binding obligations of each of the Guarantors, in
each case subject to the effects of bankruptcy, insolvency, fraudulent
Herbalife International, Inc. 3 December 19, 2002
conveyance, reorganization, moratorium and other similar laws relating to or
affecting creditors' rights generally, general equitable principles (whether
considered in a proceeding in equity or at law) and an implied covenant of good
faith and fair dealing.
With your permission, with respect to matters of Nevada law, we have
relied exclusively on the opinion of Xxxxxxxx Xxxx Xxxxxx & de Lipkau dated as
of December 19, 2002 as to the matters set forth therein, a copy of which has
been delivered to you and which is in form and scope satisfactory to us, and our
opinion is subject to the same assumptions, qualifications and limitations with
respect to such matters as are contained in that opinion. Without limiting the
foregoing, we have assumed, in reliance upon the opinion of Xxxxxxxx Xxxx Xxxxxx
& de Lipkau, that (i) the Issuer is duly formed or incorporated, validly
existing and in good standing under the laws of the State of Nevada, (ii) the
Issuer has all corporate power and authority under Nevada law to consummate the
Exchange Offer and to execute, deliver and perform its obligations under the
Registration Statement, the Indenture, the Purchase Agreement, the Notes and the
Registration Rights Agreement (the "Note Documents") and (iii) each of the Note
Documents has been duly authorized, executed and delivered by the Issuer under
Nevada law.
With your permission, with respect to matters of California law, we
have relied exclusively on the opinion of Xxxxx & Xxxxxxx dated as of December
19, 2002 as to the matters set forth therein, a copy of which has been delivered
to you and which is
Herbalife International, Inc. 4 December 19, 2002
in form and scope satisfactory to us, and our opinion is subject to the same
assumptions, qualifications and limitations with respect to such matters as are
contained in that opinion. Without limiting the foregoing, we have assumed, in
reliance upon the opinion of Xxxxx & Xxxxxxx, that (i) each of the Guarantors
formed or incorporated in California is duly formed or incorporated, validly
existing and in good standing under the laws of the State of California, (ii)
each of the Guarantors formed or incorporated in California has all corporate
power and authority under California law to execute, deliver and perform its
obligations under the Note Documents and (iii) each of the Note Documents has
been duly authorized, executed and delivered by each of the Guarantors formed or
incorporated in California under California law.
With your permission, with respect to matters of Delaware law, we
have relied exclusively on the opinion of Xxxxxx, Xxxxxxx, Arsht & Xxxxxxx dated
as of December 19, 2002 as to the matters set forth therein, a copy of which has
been delivered to you and which is in form and scope satisfactory to us, and our
opinion is subject to the same assumptions, qualifications and limitations with
respect to that matters as are contained in such opinion. Without limiting the
foregoing, we have assumed, in reliance upon the opinion of Xxxxxx, Xxxxxxx,
Arsht & Xxxxxxx, that (i) each of the Guarantors formed or incorporated in
Delaware is duly formed or incorporated, validly existing and in good standing
under the laws of the State of Delaware, (ii) each of the Guarantors formed or
incorporated in Delaware has all
Herbalife International, Inc. 5 December 19, 2002
corporate power and authority under Delaware law to execute, deliver and perform
its obligations under the Note Documents and (iii) each of the Note Documents
has been duly authorized, executed and delivered by each of the Guarantors
formed or incorporated in Delaware under Delaware law.
With your permission, with respect to matters of Cayman Islands law, we
have relied exclusively upon the opinion of Xxxxxx & Xxxxxx dated December 19,
2002, as to the matters set forth therein, a copy of which has been delivered to
you and which is in form and scope satisfactory to us, and our opinion is
subject to the same assumptions, qualifications and limitations with respect to
such matters as are contained in that opinion. Without limiting the foregoing,
we have assumed, in reliance upon the opinion of Xxxxxx & Xxxxxx, that (i) WH
Intermediate Holdings Ltd. is duly incorporated, validly existing and in good
standing under the laws of Cayman Islands, (ii) WH Intermediate Holdings Ltd.
has all corporate power and authority under the laws of the Cayman Islands to
execute, deliver and perform its obligations under the Note Documents and (iii)
each of the Note Documents has been duly authorized, executed and delivered by
WH Intermediate Holdings Ltd. under Cayman Islands law.
With your permission, with respect to matters of Luxembourg law, we
have relied exclusively on the opinion of Bonn Xxxxxxx Xxxxxxxx dated as of
December 19, 2002 as to the matters set forth therein, a copy of which has been
delivered to you and
Herbalife International, Inc. 6 December 19, 2002
which is in form and scope satisfactory to us, and our opinion is subject to the
same assumptions, qualifications and limitations with respect to such matters as
are contained in that opinion. Without limiting the foregoing, we have assumed,
in reliance upon the opinion of Bonn Xxxxxxx Xxxxxxxx, that (i) each of WH
Luxembourg Holdings S.a.R.L., WH Luxembourg Intermediate Holdings S.a.R.L. and
WH Luxembourg CM S.a.R.L. is duly formed or incorporated, validly existing and
in good standing under the laws of Luxembourg, (ii) each of WH Luxembourg
Holdings S.a.R.L., WH Luxembourg Intermediate Holdings S.a.R.L. and WH
Luxembourg CM S.a.R.L. has all corporate power and authority under Luxembourg
law to execute, deliver and perform its obligations under the Note Documents and
(iii) each of the Note Documents has been duly authorized, executed and
delivered by each of WH Luxembourg Holdings S.a.R.L., WH Luxembourg Intermediate
Holdings S.a.R.L. and WH Luxembourg CM S.a.R.L. under Luxembourg law.
With your permission, with respect to matters of Brazilian law, we have
relied exclusively on the opinion of Corvo Advogados dated as of December 19,
2002 as to the matters set forth therein, a copy of which has been delivered to
you and which is in form and scope satisfactory to us, and our opinion is
subject to the same assumptions, qualifications and limitations with respect to
such matters as are contained in that opinion. Without limiting the foregoing,
we have assumed, in reliance upon the opinion of Corvo Advogados, that (i)
Herbalife International Do
Herbalife International, Inc. 7 December 19, 2002
Brasil Ltda. is duly formed or incorporated, validly existing and in good
standing under the laws of Brazil, (ii) Herbalife International Do Brasil Ltda.
has all corporate power and authority under the laws of Brazil to execute,
deliver and perform its obligations under the Note Documents and (iii) each of
the Note Documents has been duly authorized, executed and delivered by Herbalife
International Do Brasil Ltda. under the laws of Brazil.
With your permission, with respect to matters of English law, we
have relied exclusively on the opinion of Xxxxxxxxxx & Xxxxx, a Multinational
Partnership dated as of December 19, 2002 as to the matters set forth therein, a
copy of which has been delivered to you and which is in form and scope
satisfactory to us, and our opinion is subject to the same assumptions,
qualifications and limitations with respect to such matters as are contained in
that opinion. Without limiting the foregoing, we have assumed, in reliance upon
the opinion of Xxxxxxxxxx & Xxxxx, a Multinational Partnership, that (i) each of
Herbalife (UK) Limited and Herbalife Europe Limited is duly formed or
incorporated, validly existing and in good standing under the laws of England,
(ii) each of Herbalife (UK) Limited and Herbalife Europe Limited has all
corporate power and authority under the laws of England to execute, deliver and
perform its obligations under the Note Documents and (iii) each of the Note
Documents has been duly authorized, executed and delivered by each of Herbalife
(UK) Limited and Herbalife Europe Limited under the laws of England.
Herbalife International, Inc. 8 December 19, 2002
With your permission, with respect to matters of Finnish law, we
have relied exclusively on the opinion of Xxxxxx Xxxxxxxx dated as of December
19, 2002 as to the matters set forth therein, a copy of which has been delivered
to you and which is in form and scope satisfactory to us, and our opinion is
subject to the same assumptions, qualifications and limitations with respect to
such matters as are contained in that opinion. Without limiting the foregoing,
we have assumed, in reliance upon the opinion of Xxxxxx Xxxxxxxx, that (i)
Herbalife International Finland OY is duly formed or incorporated, validly
existing and in good standing under the laws of Finland, (ii) Herbalife
International Finland OY has all corporate power and authority under the laws of
Finland to execute, deliver and perform its obligations under the Note Documents
and (iii) each of the Note Documents has been duly authorized, executed and
delivered by Herbalife International Finland OY under the laws of Finland.
With your permission, with respect to matters of Israeli law, we
have relied exclusively on the opinion of Xxxxxx, Xxx & Xxxxxx dated as of
December 19, 2002 as to the matters set forth therein, a copy of which has been
delivered to you and which is in form and scope satisfactory to us, and our
opinion is subject to the same assumptions, qualifications and limitations with
respect to such matters as are contained in that opinion. Without limiting the
foregoing, we have assumed, in reliance upon the opinion of Xxxxxx, Xxx &
Xxxxxx, that (i) Herbalife International of
Herbalife International, Inc. 9 December 19, 2002
Israel (1990) Ltd. is duly formed or incorporated, validly existing and in good
standing under the laws of Israel, (ii) Herbalife International of Israel (1990)
Ltd. has all corporate power and authority under the laws of Israel to execute,
deliver and perform its obligations under the Note Documents and (iii) each of
the Note Documents has been duly authorized, executed and delivered by Herbalife
International of Israel (1990) Ltd. under the laws of Israel.
With your permission, with respect to matters of Japanese law, we
have relied exclusively on the opinion of Xxxxxxxxx & Xxxxxx dated as of
December 19, 2002 as to the matters set forth therein, a copy of which has been
delivered to you and which is in form and scope satisfactory to us, and our
opinion is subject to the same assumptions, qualifications and limitations with
respect to such matters as are contained in that opinion. Without limiting the
foregoing, we have assumed, in reliance upon the opinion of Xxxxxxxxx & Xxxxxx,
that (i) Herbalife of Japan K.K. is duly formed or incorporated, validly
existing and in good standing under the laws of Japan, (ii) Herbalife of Japan
K.K. has all corporate power and authority under the laws of Japan to execute,
deliver and perform its obligations under the Note Documents and (iii) each of
the Note Documents has been duly authorized, executed and delivered by Herbalife
of Japan K.K. under the laws of Japan.
With your permission, with respect to matters of Mexican law, we
have relied exclusively on the opinion of Xxxxxx Xxxxxxxx Xxxxxx, S.C. dated as
of
Herbalife International, Inc. 10 December 19, 2002
December 19, 2002 as to the matters set forth therein, a copy of which has been
delivered to you and which is in form and scope satisfactory to us, and our
opinion is subject to the same assumptions, qualifications and limitations with
respect to such matters as are contained in that opinion. Without limiting the
foregoing, we have assumed, in reliance upon the opinion of Bufete Xxxxxxx
Xxxxxx, S.C., that (i) each of Herbalife Internacional de Mexico, S.A. de C.V.
and Herbalife Products de Mexico, S.A. de C.V is duly formed or incorporated,
validly existing and in good standing under the laws of Mexico, (ii) each of
Herbalife Internacional de Mexico, S.A. de C.V. and Herbalife Products de
Mexico, S.A. de C.V has all corporate power and authority under the laws of
Mexico to execute, deliver and perform its obligations under the Note Documents
and (iii) each of the Note Documents has been duly authorized, executed and
delivered by each of Herbalife Internacional de Mexico, S.A. de C.V. and
Herbalife Products de Mexico, S.A. de C.V under the laws of Mexico.
With your permission, with respect to matters of Swedish law, we
have relied exclusively on the opinion of Xxxxxxxxxxx Swartling dated as of
December 19, 2002 as to the matters set forth therein, a copy of which has been
delivered to you and which is in form and scope satisfactory to us, and our
opinion is subject to the same assumptions, qualifications and limitations with
respect to such matters as are contained in that opinion. Without limiting the
foregoing, we have assumed, in reliance upon the opinion of Xxxxxxxxxxx
Swartling, that (i) Herbalife Sweden
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Aktiebolag is duly formed or incorporated, validly existing and in good standing
under the laws of Sweden, (ii) Herbalife Sweden Aktiebolag has all corporate
power and authority under the laws of Sweden to execute, deliver and perform its
obligations under the Note Documents and (iii) each of the Note Documents has
been duly authorized, executed and delivered by Herbalife Sweden Aktiebolag
under the laws of Sweden.
Also, we have relied as to certain matters on information obtained
from public officials, officers of the Issuer and the Guarantors and other
sources believed by us to be responsible, and we have assumed that the Indenture
has been duly authorized, executed and delivered by the Trustee thereunder, an
assumption which we have not independently verified.
We are members of the bar of the State of New York and we do not
express any opinion herein concerning any laws other than the laws of the State
of New York and the federal law of the United States of America.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the references to us under the heading "Validity of
Securities" in the Prospectus 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 Act.
Herbalife International, Inc. 12 December 19, 2002
Very truly yours,
Xxxxxxxxxx & Xxxxx LLP
Schedule A
Herbalife International Do Brasil Ltda.
Herbalife (UK) Limited
Herbalife Europe Limited
Herbalife International Finland OY
Herbalife International of Israel (1990) Ltd.
Herbalife of Japan K.K.
Herbalife Internacional de Mexico, S.A. de C.V.
Herbalife Products de Mexico, S.A. de C.V.
Herbalife Sweden Aktiebolag
Herbalife China, LLC
Herbalife International of America, Inc.
Herbalife International Communications Inc.
Herbalife International Distribution, Inc.
Herbalife International of Europe, Inc.
Herbalife Taiwan, Inc.
Herbalife International (Thailand) Ltd.
WH Luxembourg CM S.a.R.L.
WH Luxembourg Intermediate Holdings S.a.R.L.
WH Luxembourg Holdings S.a.R.L.
WH Intermediate Holdings Ltd.
