Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - Freescale Semiconductor, Ltd. | d675754d8k.htm |
| EX-1.1 - EX-1.1 - Freescale Semiconductor, Ltd. | d675754dex11.htm |
| EX-10.1 - EX-10.1 - Freescale Semiconductor, Ltd. | d675754dex101.htm |
Exhibit 5.1
[LETTERHEAD OF CONYERS DILL & PEARMAN LIMITED]
18 February 2014
441 299 4938
guy.cooper@conyersdill.com
Matter No.:347361
Doc Ref: 5017510
Freescale Semiconductor, Ltd.
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
Dear Sirs,
Freescale Semiconductor, Ltd. (the “Company”)
We have acted as special Bermuda legal counsel to the Company in connection with a registration statement on form S-3 (Registration No. 333-193841) and the preliminary prospectus filed with the U.S. Securities and Exchange Commission (the “Commission”) on 10 February 2014, the issuer free writing prospectus filed with the Commission on 12 February 2014 and the final prospectus supplement filed with the Commission on 13 February 2014 (together, the “Registration Statement”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) relating to the registration under the U.S. Securities Act of 1933, as amended, (the “Securities Act”) of an aggregate of 35,000,000 common shares, par value US$0.01 each being offered by the Company together with an additional 5,250,000 common shares, par value US$0.01 each subject to an option granted to the underwriters by the Company (the “Common Shares”).
For the purposes of giving this opinion, we have examined a copy of the Registration Statement. We have also reviewed the memorandum of association and the bye-laws of the Company, each certified by the Resident Representative of the Company on 18 February 2014, minutes of a meeting of its directors held on 5 February 2014 and resolutions of the pricing committee held on 11 February 2014, each certified by the Assistant Secretary of the Company (together, the “Resolutions”) and such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.
We have assumed (a) the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken, (b) that where a document has been examined by us in draft form, it will be or has been executed and/or filed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention, (c) the accuracy and completeness of all factual representations made in the Registration Statement and other documents reviewed by us, (d) that the Resolutions were passed at one or more duly convened, constituted and quorate meetings, or by unanimous written resolutions, remain in full force and effect and have not been rescinded or amended, (e) that there is no provision of the law of any jurisdiction, other than Bermuda, which would have any implication in relation to the opinions expressed herein, (f) that upon issue of any shares the Company will receive consideration for the full issue price thereof which shall be equal to at least the par value thereof.
We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than Bermuda. This opinion is to be governed by and construed in accordance with the laws of Bermuda and is limited to and is given on the basis of the current law and practice in Bermuda. This opinion is issued solely for the purposes of the filing of the Registration Statement and the offering of the Common Shares by the Company and is not to be relied upon in respect of any other matter.
On the basis of and subject to the foregoing, we are of the opinion that:
| 1. | The Company is duly incorporated and existing under the laws of Bermuda in good standing (meaning solely that it has not failed to make any filing with any Bermuda government authority or to pay any Bermuda government fees or tax which would make it liable to be struck off the Register of Companies and thereby cease to exist under the laws of Bermuda). |
| 2. | When issued and paid for as contemplated by the Registration Statement, the Common Shares will be validly issued, fully paid and non-assessable (which term means when used herein that no further sums are required to be paid by the holders thereof in connection with the issue of such shares). |
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm under the captions “Legal Matters” and “Enforcement of Civil Liabilities under United States Federal Securities Laws” in the prospectus forming a part of the Registration Statement and under the captions “Legal Matters” and “Tax Considerations – Bermuda Tax Considerations” in the preliminary prospectus supplement forming part of the Registration Statement. In giving this consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or that we are
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within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.
Yours faithfully,
/s/ Conyers Dill & Pearman Limited
Conyers Dill & Pearman Limited
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