Attached files

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EX-5.4 - EX-5.4 - MOLSON COORS BEVERAGE COa16-13872_7ex5d4.htm
EX-5.2 - EX-5.2 - MOLSON COORS BEVERAGE COa16-13872_7ex5d2.htm
EX-5.1 - EX-5.1 - MOLSON COORS BEVERAGE COa16-13872_7ex5d1.htm
EX-4.10 - EX-4.10 - MOLSON COORS BEVERAGE COa16-13872_7ex4d10.htm
EX-4.9 - EX-4.9 - MOLSON COORS BEVERAGE COa16-13872_7ex4d9.htm
EX-4.3 - EX-4.3 - MOLSON COORS BEVERAGE COa16-13872_7ex4d3.htm
EX-4.2 - EX-4.2 - MOLSON COORS BEVERAGE COa16-13872_7ex4d2.htm
EX-4.1 - EX-4.1 - MOLSON COORS BEVERAGE COa16-13872_7ex4d1.htm
8-K - 8-K - MOLSON COORS BEVERAGE COa16-13872_78k.htm

Exhibit 5.3

 

Our File Number: 10024752-25

 

July 7, 2016

 

Molson Coors Brewing Company

1801 California Street, Suite 4600

Denver, Colorado, USA  80202

 

Dear Sirs:

 

Re:                             $500,000,000 1.450% Senior Notes due 2019, $1,000,000,000 2.100% Senior Notes due 2021, $2,000,000,000 3.000% Senior Notes due 2026 and $1,800,000,000 4.200% Senior Notes due 2046 (collectively, the “USD Notes”) and €800,000,000 1.250% Senior Notes due 2024 (the “EUR Notes,” and together with the USD Notes, the “Notes”) issued by Molson Coors Brewing Company

 

We have acted as local counsel to Coors International Holdco, ULC (“International Holdco”), Molson Coors Callco ULC (“Callco”), and Molson Coors International General, ULC (“International General” and, collectively with International Holdco and Callco, the “Nova Scotia Companies”) in the Province of Nova Scotia in connection with:

 

1.              a Registration Statement (File No. 333-209123) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), including the base prospectus dated as of January 26, 2016, which forms a part of the Registration Statement (the “Base Prospectus”), the prospectus supplement dated as of June 28, 2016, covering the offering and sale of the USD Notes, and the prospectus supplement dated as of June 29, 2016, covering the offer and sale of the EUR Notes (collectively, the “Prospectus Supplements,” and together with the Base Prospectus, the “Prospectus”);

 

2.              an indenture dated as of July 7, 2016 (the “Indenture”), between, inter alios, Molson Coors Brewing Company (the “Company”), as Issuer, the Nova Scotia Companies, the other guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee for the Notes, which include the guarantees of each Guarantor (the “Guarantees”, as supplemented by the First Supplemental Indenture dated as of July 7, 2016, relating to the EUR Notes, and the Second Supplemental Indenture dated as of July 7, 2016, relating to the USD Notes (collectively, the “Supplemental Indentures”); and

 

3.              an underwriting agreement dated June 28, 2016 (the “USD Underwriting Agreement”), among, inter alios, the Company, as issuer, the Nova Scotia Companies, the other guarantors party thereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc. and UBS Securities LLC, as representatives of the underwriters named therein, relating to the USD Notes, and an underwriting agreement dated June 29, 2016 (the “EUR Underwriting Agreement”),

 



 

among inter alios, the Company, as issuer, the Nova Scotia Companies, the other guarantors party thereto and Merrill Lynch International, Citigroup Global Markets Limited, UBS Limited, Bank of Montreal, London Branch, Mitsubishi UFJ Securities International plc, RBC Europe Limited, Wells Fargo Securities International Limited, Lloyds Bank plc and The Williams Capital Group, L.P., as underwriters, relating to the EUR Notes (collectively, the “Underwriting Agreements”).

 

The Prospectus, the Indenture, the Guarantees, the Supplemental Indentures and the Underwriting Agreements are collectively referred to in this opinion as the “Documents”.

 

A.                                    Jurisdiction

 

We are solicitors qualified to practise law in the Province of Nova Scotia and we express no opinion as to any laws or any matters governed by any laws other than the laws of the Province of Nova Scotia and the federal laws of Canada applicable in the Province of Nova Scotia.

 

B.                                    Scope of Examinations

 

In connection with the opinions expressed below, we have considered such questions of law and examined originals or copies of each of the Documents and of such public and corporate records, certificates and other documents and conducted such other examinations as we have considered necessary for the purposes of the opinions expressed in this letter, including:

 

a)             certificates of status (collectively, the “Certificates of Status”) for each of the Nova Scotia Companies issued on behalf of the Registrar of Joint Stock Companies for the Province, each dated July 6, 2016;

 

b)             the memorandum of association and the articles of association of each of the Nova Scotia Companies (collectively, the “Constating Documents”);

 

c)              resolutions of the directors of each of the Nova Scotia Companies, each dated June 24, 2016, authorizing the execution and delivery of the Indenture, the Guarantees and the Supplemental Indenture; and

 

d)             certificates of an officer of each of the Nova Scotia Companies, each dated July 7, 2016 (collectively, the “Officer’s Certificates”).

 

C.                                    Assumptions and Reliances

 

For purposes of the opinions expressed in this letter, we have assumed:

 

1.              the legal capacity of all individuals;

 

2.              the genuineness of all signatures and the authenticity of all documents submitted to us as originals;

 

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3.              the conformity to authentic original documents of all documents submitted to us as copies; and

 

4.              the currency, completeness and accuracy of all statements of fact set forth in the Officer’s Certificates.

 

We have not maintained or, for the purposes of this opinion, reviewed the minute books or records of the Nova Scotia Companies. In expressing our opinions below, we have relied exclusively on the Officers’ Certificates with respect to certain factual matters, copies of which have been delivered to you. For greater certainty, we have assumed, without further investigation, that the constating documents and resolutions of each of the Nova Scotia Companies are as described in the Officers’ Certificates and all other statements set forth in each of the Officers’ Certificates are current, accurate and true.

 

We have not undertaken any independent investigations to verify the accuracy or completeness of the foregoing assumptions.

 

D.                                    Opinions

 

On the basis of the foregoing we are of the opinion that (i) each of the Nova Scotia Companies is an unlimited liability company duly incorporated and validly existing under the laws of the Province of Nova Scotia, is qualified to do business and is in good standing as to the filing of annual returns and the payment of annual fees in the Province of Nova Scotia; (ii) each of the Nova Scotia Companies has full corporate power and capacity to execute and deliver the Indenture, the Guarantees and the Supplemental Indenture; and (iii) each of the Nova Scotia Companies has taken all necessary corporate action to authorize the execution, delivery and performance by it of the Indenture, the Guarantees and the Supplemental Indentures.

 

The opinions expressed in this opinion letter are given solely for the benefit of the addressees hereof in connection with the transactions referred to in this opinion letter, and may not, in whole or in part, be relied upon by or shown or distributed to any other person without our prior written consent.

 

We hereby consent to the filing of this opinion as an exhibit to the Current Report on Form 8-k filed by Molson Coors Brewing Company with the Commission on or about the date hereof.  We also consent to the reference to our firm under the heading “Legal Matters” in the Prospectus Supplements.  In giving this consent, we do not admit that we are in 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 very truly,

 

 

 

COX & PALMER

 

/s/ Cox & Palmer

 

 

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