EX-5.4 OPINION OF MCFARLANES

EXHIBIT 5.4


MACFARLANES


10 Norwich Street
Novelis Inc. London EC4A 1BD
3399 Peachtree Road Tel +44 (0)20 7831 9222
NE Suite 1500 Fax +44 (0)20 7831 9607
Atlanta DX 138 Chancery Lane
Georgia 30326 www.macfarlanes.com


Our Ref JFH/585466

Direct Line 020 7849 2882
E-mail julian.howard@macfarlanes.com


August 1, 2005


Dear Sirs

1 INTRODUCTION

We have acted as English legal advisers to the English Guarantors (as
defined below) in connection with the registration under the U.S.
Securities Act of 1933 (the "SECURITIES ACT") of (a) $1,400,000,000
principal amount of 7-1/4% Senior Notes due 2015 (the "EXCHANGE NOTES")
of Novelis Inc., a corporation incorporated under the laws of Canada
(the "COMPANY"), to be issued in exchange for the Company's outstanding
7-1/4% Senior Notes due 2015 pursuant to an Indenture, dated as of
February 3, 2005 (the "INDENTURE"), among the Company, the subsidiaries
of the Company party thereto (as guarantors) and The Bank of New York
Trust Company, N.A. (as trustee) and (b) the Guarantees (as defined
below) of the Exchange Notes given by each of the English Guarantors.

2 DOCUMENTS

For the purpose of giving the opinions in this letter we have examined
the following documents:

2.1 a copy of the Indenture executed by, among others, each of the English
Guarantors (as defined below);

2.2 a copy of the draft form of notation to be endorsed on each Exchange
Note (the "NOTATION"), to be executed by each of the English
Guarantors; and

2.3 copies of powers of attorney each dated January 27, 2005 (the "POWERS
OF ATTORNEY") executed by each of the English Guarantors.



A list of Partners is open to inspection at the above address. The firm is
regulated by the Law Society.



3 DEFINITIONS AND INTERPRETATION

In this letter:

3.1 the "ACT" means the Companies Act 1985;

3.2 "ENGLISH GUARANTORS" means Novelis Europe and Novelis UK;

3.3 "GUARANTEES" means the guarantees of the Exchange Notes contained in
the Indenture;

3.4 "NOTE DOCUMENTS" means the Indenture and the Notation;

3.5 "NOVELIS EUROPE" means Novelis Europe Holdings Limited;

3.6 "NOVELIS UK" means Novelis UK Limited;

3.7 "SECURITIES" means the Exchange Notes and the Guarantees;

3.8 "STATUTORY DECLARATION" means the statutory declaration referred to in
paragraph 1.6 of schedule 1 (Documents, Searches and Enquiries);

3.9 headings are for ease of reference only and shall not affect its
interpretation; and

3.10 references to schedules are to schedules to this letter.

4 DOCUMENTS, SEARCHES AND ENQUIRIES

For the purpose of giving the opinions in this letter, we have reviewed
only the documents and undertaken only the searches and enquiries
referred to in schedule 1 (Documents, Searches and Enquiries).

5 ASSUMPTIONS AND RESERVATIONS

The opinions given in this letter are given on the basis of and in
reliance upon the assumptions set out in schedule 2 (Assumptions) and
are subject to the qualifications and reservations set out in schedule
3 (Reservations).

6 OPINIONS

We are of the opinion that:

6.1 CORPORATE EXISTENCE AND AUTHORITY

6.1.1 Each English Guarantor is duly incorporated and validly existing under
the laws of England and Wales.


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6.1.2 Each English Guarantor has the corporate power and capacity to execute
the Note Documents and to perform its obligations thereunder and all
necessary corporate action on the part of each English Guarantor has
been taken to authorise the execution and delivery of the Note
Documents and the performance by each English Guarantor of the
obligations expressed to be undertaken by it under the Note Documents.

6.2 THE NOTE DOCUMENTS

6.2.1 The Indenture has been validly executed and delivered by each English
Guarantor party thereto.

6.2.2 The execution and delivery of the Note Documents by each English
Guarantor, the issuance and sale of the Securities and the performance
by each English Guarantor of the obligations expressed to be undertaken
by it under the Note Documents do not conflict with (i) its memorandum
and articles of association as currently in force; or (ii) the laws of
England and Wales; or (iii) to the best of our knowledge and belief
(but having made no enquiry other than obtaining a certificate of an
officer of each English Guarantor to such effect), any rule, regulation
or order thereunder or decree of any court, regulatory body,
administrative agency, governmental body, arbitrator or other authority
in England and Wales having jurisdiction over any English Guarantor or
its properties.

7 ENGLISH LAW OPINION

This letter and the opinions given in it are governed by English law.
The opinions given in this letter are limited to English law as applied
by the English courts as at the date of this letter and we have made no
investigation of, and express no opinion as to, the laws of any
jurisdiction other than those of England. The opinions given in this
letter are strictly limited to the matters stated in paragraph 6
(Opinions) and do not extend to any other matters or any matters of
fact.

8 RELIANCE

This letter is provided in connection with the Exchange Notes and may
be relied on solely by the addressees of this letter. Save as expressly
provided below, this letter may not be relied on by, or disclosed to,
any other person without our prior written consent.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (as defined in a registration rights agreement
dated as of February 3, 2005 executed by, among others, each of the
English Guarantors) and any reference to us under the heading "Validity
of the Notes" 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.

Yours faithfully



/s/ MACFARLANES


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SCHEDULE 1
DOCUMENTS, SEARCHES AND ENQUIRIES

1 For the purpose of giving the opinions in this letter, we have reviewed
only the following documents:

1.1 drafts, copies or originals (as indicated in paragraph 2 of this
letter) of the Note Documents and the Powers of Attorney;

1.2 a copy, certified as true, complete and up-to-date as at August 1, 2005
by the company secretary of the relevant English Guarantor of the
certificate of incorporation, memorandum and articles of association of
each English Guarantor;

1.3 a copy, certified as true, complete and still in force as at August 1,
2005 by the company secretary of the relevant English Guarantor, of the
minutes of a meeting of the board of directors of each English
Guarantor held on January 27, 2005;

1.4 copies of certificates of a director of the relevant English Guarantor
dated January 27, 2005 setting out, inter alia, the names and
signatures of the persons authorised at the meetings referred to in
paragraph 1.3 of this schedule to sign, inter alia, the Notation;

1.5 a copy of a certificate of the company secretary of the relevant
English Guarantor dated August 1, 2005 confirming certain matters in
relation to that English Guarantor; and

1.6 a copy, certified as true, complete and still in force as at August 1,
2005 of the statutory declaration relating to Novelis UK, with an
auditors' report attached thereto, dated January 27, 2005 and sworn by
the persons named therein as all the directors of Novelis UK.

2 For the purpose of giving the opinions in this letter, we have
undertaken only the following searches and enquiries:

2.1 a search of Companies House Direct, the on-line English company
information service, in respect of each English Guarantor undertaken on
July 27, 2005; and

2.2 a telephone enquiry of the Central Registry of Winding-up Petitions in
respect of each English Guarantor undertaken on July 27, 2005.


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SCHEDULE 2
ASSUMPTIONS

The opinions given in this letter are given on the basis of the following
assumptions:

1 DOCUMENTATION

1.1 The genuineness of all signatures, stamps and seals on documents, the
conformity to the originals of all documents supplied to us as copies
and the authenticity and completeness of all documents supplied to us.

1.2 The Notation specified in this letter as being in draft form will be
executed by all the parties to it in the form of that draft.

1.3 All statements set out in each document referred to in schedule 1
(Documents, Searches and Enquiries) (including, in particular, all the
statements contained in any certificate referred to in that Schedule)
are true, accurate and complete.

1.4 The Note Documents accurately record all the terms agreed between the
parties thereto and none of the Note Documents has been (or, in the
case of the Notation, will be before execution) terminated, modified,
superseded or varied and no obligation thereunder has been waived.

1.5 All copies certified and all documents dated earlier than the date of
this letter on which we have expressed reliance remain accurate,
complete and in full force and effect at the date of this letter.

1.6 The Indenture contains the Guarantee to be given by, among others, the
English Guarantors, which Guarantee will extend to and form part of the
Securities and the Notation is only evidence of that Guarantee.

2 SEARCHES

2.1 The information provided to us pursuant to the search referred to in
paragraph 2.1 of schedule 1 (Documents, Searches and Enquiries) was
complete, accurate and up-to-date at the time of that search and since
that time there has been no change in (i) the memorandum or articles of
association of any English Guarantor or (ii) the status or condition of
any English Guarantor, in either case, as represented by that
information.

2.2 The responses given to us to the enquiries referred to in paragraph 2.2
of schedule 1 (Documents, Searches and Enquiries) were complete,
accurate and up-to-date at the time of those enquiries and since that
time there has been no alteration in the status or condition of any
English Guarantor as represented by those responses.

3 INSOLVENCY LAWS

3.1 No English Guarantor (i) is unable to pay its debts within the meaning
of section 123 of the Insolvency Act 1986 at the time of its entry into
the Note Documents and/or


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(ii) will as a consequence thereof be unable to pay its debts within
the meaning of that section.

3.2 No English Guarantor has passed a voluntary winding-up resolution; no
petition has been presented to or order made by a court for the
winding-up or dissolution of, or the appointment of an administrator of
any English Guarantor and no receiver, administrative receiver or
administrator has been appointed in respect of any English Guarantor
which, in any such case, has not been revealed by the searches and
enquiries referred to paragraph 2 of schedule 1 (Documents, Searches
and Enquiries).

4 PARTIES

4.1 The Note Documents and Powers of Attorney have been (or, in the case of
the execution and delivery of the Notation, will be) duly authorised,
executed and delivered by each of the parties thereto and that all
formalities and requirements of the laws of any relevant state (other
than England and Wales) and of any regulatory authority therein
applicable to the execution, performance, delivery and enforceability
of the Note Documents have been duly complied with.

4.2 The Indenture and Powers of Attorney have been executed and delivered
on behalf of the English Guarantors by the persons authorised by and in
accordance with the resolutions in the minutes referred to in paragraph
1.3 of schedule 1 (Documents, Searches and Enquiries).

4.3 None of the parties to the Note Documents (i) is subject to a court
injunction or order which affects its performance of its obligations
under the Note Documents or (ii) has entered into any of the Note
Documents under duress, undue influence or as a mistake or in
connection with money laundering or any other unlawful activity.

4.4 Each of the parties to the Note Documents (other than the English
Guarantors) is dealing with the English Guarantors in good faith and
has no knowledge of any irregularity in the corporate procedure
followed by the English Guarantors or their directors (including,
without limitation, any exceeding of the powers of the English
Guarantors or their directors or any breach by such directors of their
fiduciary duties).

5 OTHER LAWS

5.1 There are no provisions of the laws of any applicable jurisdiction
outside England and Wales which would be contravened by the execution
and delivery of the Note Documents and, insofar as any obligation under
the Note Documents is to be performed in any jurisdiction outside
England, their performance will not be illegal or contrary to public
policy by virtue of the laws of that jurisdiction.

5.2 That no law (other than English law) affects any of the conclusions
stated in this opinion letter.


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6 CORPORATE AUTHORITY

6.1 The resolutions set out in the minutes referred to in paragraph 1.3 of
schedule 1 (Documents, Searches and Enquiries) (i) were duly passed at
a validly convened, duly held and quorate meeting of duly appointed
directors of the relevant English Guarantor and (ii) have not been
amended, revoked, superseded or rescinded and are in full force and
effect.

6.2 Each of the Note Documents has been (or, in the case of the Notation,
will be) entered into for the bona fide commercial reasons of each
English Guarantor party thereto and on arm's length terms by each of
the parties thereto; and the directors of the English Guarantors have
acted in good faith in the interests of the relevant English Guarantor
in respect of those Note Documents.

7 FINANCIAL ASSISTANCE

7.1 The directors of Novelis UK who swore the Statutory Declaration
constituted all of the directors of Novelis UK on the date that the
Statutory Declaration was sworn.

7.2 The directors of Novelis UK had reasonable grounds for their opinion as
to its solvency for the purposes of the relevant Statutory Declaration,
and that in forming such opinion they took into account the relevant
liabilities in accordance with section 156(3) of the Act.

7.3 Immediately prior to the giving of financial assistance (as more
particularly described in the Statutory Declaration) Novelis UK was a
wholly owned subsidiary and consequently, no special resolution of
Novelis UK approving the financial assistance was required to be passed
in accordance with section 155(4) of the Act.

7.4 Novelis UK has net assets (as defined in section 154(2) of the Act)
which are not reduced by the giving of the financial assistance or, to
the extent that they are reduced, the assistance is provided out of the
distributable profits of Novelis UK.

7.5 The Statutory Declaration required under section 155 of the Act has
been or will be duly delivered to the Registrar of Companies within the
time periods prescribed in section 156(5) of the Act.

7.6 The Statutory Declaration specifies all the transactions under or
connected with the Note Documents that constitute financial assistance
which is prohibited under section 151 of the Act and all such
assistance given by Novelis UK is given within 8 weeks of the date of
the swearing of the Statutory Declaration.


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SCHEDULE 3
RESERVATIONS

The opinions given in this letter are given on the basis of the following
qualifications and reservations:

1 SEARCHES

1.1 The search referred to in paragraph 2.1 of schedule 1 (Documents,
Searches and Enquiries) is not conclusively capable of revealing
whether or not certain events have occurred, including the commencement
of winding-up or the making of an administration order or the
appointment of a receiver, administrative receiver, administrator or
liquidator, as notice of these matters may not be filed with the
Registrar of Companies immediately and, when filed, may not be entered
on the register of the relevant company immediately.

1.2 The enquiries referred to in paragraph 2.2 of schedule 1 (Documents,
Searches and Enquiries) relate only to any compulsory winding-up during
the period of six months prior to the date the relevant enquiry was
made. The enquiries are not conclusively capable of revealing whether
or not a winding-up petition in respect of a compulsory winding-up has
been presented since details of such a petition may not have been
entered on the records of the Central Registry immediately or, in the
case of a petition presented to a County Court, may not have been
notified to the Central Registry and entered on such records at all.

2 LAWS

We express no opinion on, and our opinion is subject to, the effect of
any applicable securities, securities offering, placement, sale and
registration, fraudulent transfer and similar laws, rules and
regulations in relation to the issuance and sale of the Securities.

3 SPECIAL COUNSEL

We have acted as special counsel to each of the English Guarantors and
are not the general counsel to either of them.


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