Attached files
file | filename |
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8-K - FORM 8-K - POTASH CORP OF SASKATCHEWAN INC | o66891e8vk.htm |
EX-1.A - EXHIBIT 1(A) - POTASH CORP OF SASKATCHEWAN INC | o66891exv1wa.htm |
EX-4.A - EXHIBIT 4(A) - POTASH CORP OF SASKATCHEWAN INC | o66891exv4wa.htm |
EX-8.A - EXHIBIT 8(A) - POTASH CORP OF SASKATCHEWAN INC | o66891exv8wa.htm |
EX-5.B - EXHIBIT 5(B) - POTASH CORP OF SASKATCHEWAN INC | o66891exv5wb.htm |
EX-4.B - EXHIBIT 4(B) - POTASH CORP OF SASKATCHEWAN INC | o66891exv4wb.htm |
EX-8.B - EXHIBIT 8(B) - POTASH CORP OF SASKATCHEWAN INC | o66891exv8wb.htm |
EX-23.D - EXHIBIT 23(D) - POTASH CORP OF SASKATCHEWAN INC | o66891exv23wd.htm |
EX-23.C - EXHIBIT 23(C) - POTASH CORP OF SASKATCHEWAN INC | o66891exv23wc.htm |
Exhibit 5(a)
[Stikeman Elliott LLP
Letterhead]
November 22, 2010
Potash Corporation of Saskatchewan Inc.
#500, 122 1st Avenue South
Saskatoon, Saskatchewan
S7K 7G3
#500, 122 1st Avenue South
Saskatoon, Saskatchewan
S7K 7G3
Dear Sirs:
Re: | Potash Corporation of Saskatchewan Inc. Bond Offering |
We have acted as special Canadian counsel for Potash Corporation of Saskatchewan Inc., a
corporation organized under the laws of Canada (the Company), in connection with the registration
under the Securities Act of 1933, as amended (the Act), of the offering by the Company of up to
US$500,000,000 aggregate principal amount of 3.25% debt securities due December 1, 2017 and
US$500,000,000 aggregate principal amount of 5.625% debt securities due 2040 (the Debt
Securities). The Debt Securities will be issued pursuant to an indenture dated February 27, 2003
(the Indenture) between the Company and The Bank of Nova Scotia Trust Company of New York as
trustee (the Trustee). The Debt Securities are being registered under a shelf registration
statement of the Company on Form S-3 (No. 333-167833) (the Registration Statement) filed June 28,
2010 with the Securities and Exchange Commission (the Commission) under the Act.
We have examined and relied upon the originals or copies of such records, agreements,
documents and other instruments and have made such inquiries of such officers and representatives
as we have deemed relevant and necessary as the basis of the opinions set forth herein. In such
examination, we have assumed, without independent verification, the genuineness of all signatures
(whether original or photostatic), the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, and the conformity to original documents of all documents
submitted to us as certified or photostatic copies. We have assumed, without independent
verification, the accuracy of the relevant facts stated therein.
2
Based upon the foregoing and subject to the further assumptions and qualifications set forth
below, we are of the opinion that when the Indenture has been duly authorized, executed and
delivered by the parties thereto, to the extent such matters are governed by the federal laws of
Canada, when the Debt Securities have been duly authorized by the Company and when the Debt
Securities have been duly issued pursuant to the Registration Statement and by the Indenture
including, without limitation, the provisions of Section 2.01 of the form of Indenture incorporated
by reference as an exhibit to the Registration Statement, duly authenticated by the Trustee and
duly executed and delivered on behalf of the Company against payment therefor in accordance with
the terms and provisions of the Indenture and as contemplated by the Registration Statement and/or
the applicable Prospectus Supplement, the Debt Securities will be validly issued.
To the extent that the obligations of the Company under the Indenture may be dependent upon
such matters, we assume for purposes of this opinion that the Trustee is duly organized, validly
existing and in good standing under the laws of the jurisdiction of organization of such Trustee;
that the Trustee is in compliance generally with respect to acting as a trustee under the Indenture
and with all applicable laws and regulations; and that the Trustee has the requisite organizational
and legal power and authority to perform its obligations under the Indenture.
We are members of the Law Society of Ontario and, as such, are only qualified to express our
opinions with respect to the laws of the Province of Ontario and the federal laws of Canada
applicable therein, effective as of the date hereof. We have made no investigation of the laws of
any jurisdiction other than the Province of Ontario and the laws of Canada applicable therein.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement
and to the reference to us under the heading Legal Matters in the Prospectus. In giving such
consent, we do not thereby admit that we are experts with respect to any part of the Registration
Statement, including this exhibit, within the meaning of the term expert as used in the Act or
the rules and regulations of the Commission issued thereunder.
Yours truly,
/s/ Stikeman Elliott LLP