EX-5.11
Published on February 11, 2011
[Letterhead of Vieira de Almeida & Associados, RL]
Exhibit 5.11
February 11, 2011
Novelis Inc.
3560 Lenox Road
Suite 2000,
Atlanta
GA 30326
Novelis Inc.
3560 Lenox Road
Suite 2000,
Atlanta
GA 30326
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 and $1,400,000,000
principal amount of 8.75% Senior Notes due 2020 (the 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 and 8.75% Senior Notes due 2020 each pursuant to its
respective Indenture, dated as of December 17, 2010 (the Indentures), 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), and (b) the Guarantees (the Guarantees)
of each of the Guarantors 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.
Upon the basis of such examination, we advise you that, in our opinion, (1) Novelis Madeira,
Unipessoal, Lda. has been duly organized and is an existing corporation under the laws of Portugal,
(2) each of the Indentures has been duly authorized, executed and delivered by Novelis Madeira,
Unipessoal, Lda., (3) the Guarantees have been duly authorized by Novelis Madeira, Unipessoal,
Lda., and (4) when the terms of the Notes and the Guarantees and of their issuance 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 Guarantees
will constitute valid and legally binding obligations of Novelis Madeira, Unipessoal, Lda., 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 foregoing opinion is limited to and given on the basis of the substantive laws of Portugal
as in existence at the date hereof. We are expressing no opinion as to the effect of the laws of
any other jurisdiction.
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, and
we have assumed that the Indentures have been duly authorized, executed and delivered by each of
the parties thereto (except Novelis Madeira, Unipessoal Lda.), the Notes have been duly authorized
by the Company, the Guarantees have been duly authorized by the Guarantors (except Novelis Madeira,
Unipessoal Lda.) and that the
Company and the Guarantors (except Novelis Madeira, Unipessoal Lda.) have been duly organized and
are existing corporations in good standing under the laws of their respective jurisdictions of
organizations, assumptions which we have not independently verified.
We have authorized
King & Spalding LLP to rely on the opinions stated herein, in connection with
any opinion may be required to issue to the Company or the Securities and Exchange Commission related
to the Exchange, subject to the assumptions, limitations and qualifications set forth herein.
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,
/s/ Vieira
de Almeida & Associates, RL
Vieira de Almeida & Associados, RL
Sociedade de Advogados
Vieira de Almeida & Associados, RL
Sociedade de Advogados