EX-5.1
Published on February 11, 2011
Exhibit 5.1
King & Spalding LLP | ||||
1l80 Peachtree Street N.E. | ||||
Atlanta, Georgia 30309-3521 | ||||
Phone: | 404/ 572-4600 | |||
Fax: | 404/572-5100 | |||
www.kslaw.com |
February 11, 2011
Novelis Inc.
3560 Lenox Road, Suite 2000
Atlanta, GA 30326
3560 Lenox Road, Suite 2000
Atlanta, GA 30326
Re: Novelis Inc. Registration Statement on Form S-4 relating to $1,100,000,000
aggregate principal amount of 8.375% Senior Notes Due 2017 and $1,400,000,000 aggregate
principal amount of 8.75% Senior Notes Due 2020
Ladies and Gentlemen:
In connection with the registration under the U.S. Securities Act of 1933 (the Securities
Act) of (a) $1,100,000,000 principal amount of 8.375% Senior Notes due 2017 (the 2017 Notes) of
Novelis Inc., a corporation organized under the laws of Canada (the Company), to be issued in
exchange for the Companys outstanding 8.375% Senior Notes due 2017 pursuant to an Indenture, dated
as of December 17, 2010 (the 2017 Indenture), among the Company, the subsidiaries of the Company
party thereto (collectively, the Guarantors) and The Bank of New York Mellon Trust Company, N.A.,
as trustee (the Trustee), (b) $1,400,000,000 principal amount of 8.75% Senior Notes due 2020
(the 2020 Notes and together with the 2017 Notes, the Notes) of the Company, to be issued in
exchange for the Companys outstanding 8.75% Senior Notes due 2020 pursuant to an Indenture, dated
as of December 17, 2010 (the 2020 Indenture and together with the 2017 Indenture, the
Indentures), among the Company, the Guarantors and the Trustee, and (c) the Guarantees (the
Guarantees) of each of the Guarantors to be endorsed upon the Notes, we, as legal counsel, have
examined 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. In such review we have
assumed the genuineness of signatures on all documents submitted to us as originals and the
conformity to original documents of all copies submitted to us as certified, conformed or
photographic copies.
Upon the basis of such examination, we advise you that, in our opinion, (1) each of Novelis
Brand LLC, Novelis South America Holdings LLC, Aluminum Upstream Holdings LLC, Novelis Acquisitions
LLC, each a Delaware limited liability company, Novelis North America Holdings Inc., a Delaware
corporation, Eurofoil Inc. (USA), a New York corporation and Novelis Corporation, a Texas
corporation, (collectively the U.S. Guarantors) has been duly organized and is an existing corporation under the laws of its
respective jurisdiction, (2) the Indentures have been duly authorized, executed and delivered
February 11, 2011
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by the U.S. Guarantors, (3) the Guarantees have been duly authorized by the U.S. Guarantors, and
(4) when the terms of the Notes and the Guarantees have been duly established in conformity with
the Indentures and the Notes and Guarantees have been duly executed, authenticated, issued and
delivered in accordance with the terms of the Indentures, the Notes will be validly issued and will
constitute valid and legally binding obligations of the Guarantors and the Company and the
Guarantees will constitute valid and legally binding obligations of the Guarantors, subject, in
each case, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar
laws of general applicability relating to or affecting creditors rights and to general equity
principles.
This opinion is limited in all respects to the federal laws of the United States of America,
the laws of the States of New York and Texas, the General Corporation Law of the State of Delaware
and the Delaware Limited Liability Company Act, and no opinion is expressed with respect to the
laws of any other jurisdiction or any effect that such laws may have on the opinions expressed
herein. This opinion is limited to the matters stated herein, and no opinion is implied or may be
inferred beyond the matters expressly stated herein.
We have relied as to certain factual matters on information obtained from public officials,
officers of the Company and the Guarantors and other sources believed by us to be responsible.
Also, with permission from the Company and the counsel listed below, we have relied upon, insofar
as the opinions expressed herein relate to or are dependent upon matters governed by the law of (i)
Canada and the Province of Ontario, the opinion of Torys LLP, (ii) the Province of Quebec, the
opinion of Lavery, de Billy, L.L.P., (iii) the United Kingdom, the opinion of Macfarlanes LLP, (iv)
Luxembourg, the opinion of Elvinger Dessoy Dennewald, (v) France, the opinion of Ernst & Young
Societe dAvocats, (vi) Germany, the opinion of Noerr LLP, (vii) Switzerland, the opinion of CMS
von Erlach Henrici Ltd, (viii) Ireland, the opinion of A&L Goodbody, (ix) Brazil, the opinion of
Levy & Salomão Advogados, and (x) Portugal, the opinion of Vieira de Almeida & Associados, RL,
filed as Exhibits 5.2-5.11, including the opinions regarding the due authorization, execution and
delivery of the Indenture by each of the parties thereto (other than the U.S. Guarantors), the due
authorization of the Notes by the Company, the due authorization of the Guarantees by the
Guarantors (other than the U.S. Guarantors) and the due organization and good standing of the
Company and the Guarantors (other than the U.S. Guarantors). We have also assumed the genuineness
of all signatures on the Indenture.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement
and any reference to us under the heading Legal Matters in the prospectus forming a part of the
Registration Statement. 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.
Very truly yours, |
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/s/ King & Spalding LLP | ||||