Attached files
| file | filename |
|---|---|
| 8-K - 8-K - WILLIS TOWERS WATSON PLC | d384531d8k.htm |
| EX-5.4 - EX-5.4 - WILLIS TOWERS WATSON PLC | d384531dex54.htm |
| EX-5.3 - EX-5.3 - WILLIS TOWERS WATSON PLC | d384531dex53.htm |
| EX-5.2 - EX-5.2 - WILLIS TOWERS WATSON PLC | d384531dex52.htm |
| EX-5.1 - EX-5.1 - WILLIS TOWERS WATSON PLC | d384531dex51.htm |
| EX-4.2 - EX-4.2 - WILLIS TOWERS WATSON PLC | d384531dex42.htm |
| EX-4.1 - EX-4.1 - WILLIS TOWERS WATSON PLC | d384531dex41.htm |
| EX-1.1 - EX-1.1 - WILLIS TOWERS WATSON PLC | d384531dex11.htm |
Exhibit 5.5
| Willis Towers Watson Public Limited Company c/o Willis Group Limited The Willis Building 51 Lime Street London EC3M 7DQ, England and Wales |
Email abossin@applebyglobal.com
Direct Dial +1 441 298 3536 Tel +1 441 295 2244 Fax +1 441 298 3363
Your Ref
Appleby Ref 432921.0007/AB/JC
16 May 2017 | |||
| Dear Sirs | ||||
| Bermuda Office Appleby (Bermuda) Limited Canon’s Court 22 Victoria Street PO Box HM 1179 Hamilton HM EX Bermuda
Tel +1 441 295 2244 Fax +1 441 292 8666
applebyglobal.com |
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| WTW Bermuda Holdings Ltd. (Company) | ||||
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We have acted as Bermuda counsel to the Company, and this opinion as to Bermuda law is addressed to you in connection with the offer and sale by Willis North America Inc. (Willis NA) of $650,000,000 aggregate principal amount of 3.600% Senior Notes due 15 May 2024 (the Notes), fully and unconditionally guaranteed by the Company and the other guarantor parties thereto, issued pursuant to an indenture dated 16 May 2017 among Willis NA, as issuer, the guarantor parties thereto and Wells Fargo Bank, National Association, as trustee (as amended and supplemented by a supplemental indenture, dated 16 May 2017 (collectively with such amendments and supplements the Indenture)), which includes guarantees of the obligations under the Notes to be issued by the Company and the other guarantor parties thereto (Guarantees), registered pursuant to a Registration Statement (as defined in the Schedule to this opinion) filed by, among others, Willis NA and the Company, with the United States Securities and Exchange Commission (SEC) under the Securities Act of 1933, as amended (the Securities Act) on 11 March 2016. | ||||
| For the purposes of this opinion we have examined and relied upon the documents listed, and in some cases defined, in the Schedule to this opinion (the Documents). | ||||
|
Unless otherwise defined herein or in the Schedule to this opinion, terms defined in the Registration Statement have the same meanings when used in this opinion. | ||||
| Appleby (Bermuda) Limited (the Legal Practice) is a limited liability company incorporated in Bermuda and approved and recognised under the Bermuda Bar (Professional Companies) Rules 2009. “Partner” is a title referring to a director, shareholder or an employee of the Legal Practice. A list of such persons can be obtained from your relationship partner. | ||||
Bermuda ◾ British Virgin Islands ◾ Cayman Islands ◾ Guernsey ◾ Hong Kong ◾ Isle of Man ◾ Jersey ◾ London ◾ Mauritius ◾ Seychelles ◾ Shanghai ◾ Zurich
WGM_Trailer
Assumptions
In stating our opinion we have assumed:
| (a) | the authenticity, accuracy and completeness of all Documents submitted to us as originals and the conformity to authentic original Documents of all Documents submitted to us as certified, conformed, notarised, faxed or photostatic copies; |
| (b) | that each of the Documents which was received by electronic means is complete, intact and in conformity with the transmission as sent; |
| (c) | the genuineness of all signatures on the Documents; |
| (d) | the authority, capacity and power of each of the persons signing the Documents which we have reviewed (other than the Directors or Officers of the Company); |
| (e) | that any representation, warranty or statement of fact or law, other than as to Bermuda law, made in any of the Documents is true, accurate and complete; |
| (f) | that the records which were the subject of the Company Search were complete and accurate at the time of such search and disclosed all information which is material for the purposes of this opinion and such information has not since the date of the Company Search been materially altered; |
| (g) | that the records which were the subject of the Litigation Search were complete and accurate at the time of such search and disclosed all information which is material for the purposes of this opinion and such information has not since the date of the Litigation Search been materially altered; |
| (h) | that there are no provisions of the laws or regulations of any jurisdiction other than Bermuda which would be contravened by the issuance of the Guarantees or which would have any implication in relation to the opinion expressed herein and that, in so far as any obligation to be performed or action to be taken as described in the Registration Statement is required to be performed or taken in any jurisdiction outside Bermuda, the performance of such obligation or the taking of such action will constitute a valid and binding obligation of each of the parties thereto under the laws of that jurisdiction and will not be illegal by virtue of the laws of that jurisdiction; |
| (i) | that the Resolutions are in full force and effect, have not been rescinded, either in whole or in part, and accurately record the resolutions adopted by all the Directors of the Company as unanimous written resolutions of the Board and that there is no matter affecting the authority of the Directors not disclosed by the Constitutional Documents, the Company Search, the Litigation Search, or the Resolutions, which would have any adverse implication in relation to the opinions expressed herein; |
| 2 | ||
| Bermuda ◾ British Virgin Islands ◾ Cayman Islands ◾ Guernsey ◾ Hong Kong ◾ Isle of Man ◾ Jersey ◾ London ◾ Mauritius ◾ Seychelles ◾ Shanghai ◾ Zurich | ||
| (j) | that the terms of the Notes have been approved by the Pricing Committee (as defined in the Resolutions); |
| (k) | that, when the Directors of the Company adopted the Resolutions, each of the Directors discharged his fiduciary duties owed to the Company and acted honestly and in good faith with a view to the best interests of the Company; and |
| (l) | that the Company has filed the Registration Statement in good faith for the purpose of carrying on its business and that, at the time it did so, there were reasonable grounds for believing that the activities contemplated by the Registration Statement would benefit the Company. |
Opinion
Based upon and subject to the foregoing and subject to the reservations set out below and to any matters not disclosed to us, we are of the opinion that:
| (1) | The Company is an exempted company incorporated with limited liability and is validly existing and in good standing under the laws of Bermuda. |
| (2) | All necessary action required to be taken by the Company pursuant to Bermuda law has been taken by or on behalf of the Company for the execution by the Company of the Indenture (which includes the Guarantees). |
| (3) | The Guarantees constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms. |
Reservations
We have the following reservations:
| (a) | We express no opinion as to any law other than Bermuda law and none of the opinions expressed herein relates to compliance with or matters governed by the laws of any jurisdiction except Bermuda. This opinion is limited to Bermuda law as applied by the courts of Bermuda at the date hereof. |
| (b) | In paragraph (1) above, the term “good standing” means only that the Company has received a Certificate of Compliance from the Registrar of Companies in Hamilton, Bermuda which confirms that the Company has neither failed to make any filing with any Bermuda governmental authority nor to pay any Bermuda government fee or tax, which might make it liable to be struck off the Registrar of Companies and thereby cease to exist under the laws of Bermuda. |
| 3 | ||
| Bermuda ◾ British Virgin Islands ◾ Cayman Islands ◾ Guernsey ◾ Hong Kong ◾ Isle of Man ◾ Jersey ◾ London ◾ Mauritius ◾ Seychelles ◾ Shanghai ◾ Zurich | ||
| (c) | Searches of the Register of Companies at the office of the Registrar of Companies and of the Supreme Court Causes Book at the Registry of the Supreme Court are not conclusive and it should be noted that the Register of Companies and the Supreme Court Causes Book do not reveal: |
| (i) | details of matters which have been lodged for filing or registration which as a matter of best practice of the Registrar of Companies or the Registry of the Supreme Court would have or should have been disclosed on the public file, the Causes Book or the Judgment Book, as the case may be, but for whatever reason have not actually been filed or registered or are not disclosed or which, notwithstanding filing or registration, at the date and time the search is concluded are for whatever reason not disclosed or do not appear on the public file, the Causes Book or Judgment Book; |
| (ii) | details of matters which should have been lodged for filing or registration at the Registrar of Companies or the Registry of the Supreme Court but have not been lodged for filing or registration at the date the search is concluded; |
| (iii) | whether an application to the Supreme Court for a winding-up petition or for the appointment of a receiver or manager has been prepared but not yet been presented or has been presented but does not appear in the Causes Book at the date and time the search is concluded; |
| (iv) | whether any arbitration or administrative proceedings are pending or whether any proceedings are threatened, or whether any arbitrator has been appointed; or |
| (v) | whether a receiver or manager has been appointed privately pursuant to the provisions of a debenture or other security, unless notice of the fact has been entered in the Register of Charges in accordance with the provisions of the Companies Act 1981. |
Furthermore, in the absence of a statutorily defined system for the registration of charges created by companies incorporated outside Bermuda (“overseas companies”) over their assets located in Bermuda, it is not possible to determine definitively from searches of the Register of Charges maintained by the Registrar of Companies in respect of such overseas companies what charges have been registered over any of their assets located in Bermuda or whether any one charge has priority over any other charge over such assets.
| 4 | ||
| Bermuda ◾ British Virgin Islands ◾ Cayman Islands ◾ Guernsey ◾ Hong Kong ◾ Isle of Man ◾ Jersey ◾ London ◾ Mauritius ◾ Seychelles ◾ Shanghai ◾ Zurich | ||
| (d) | In order to issue this opinion we have carried out the Company Search as referred to in the Schedule to this opinion and have not enquired as to whether there has been any change since the date of such search. |
| (e) | In order to issue this opinion we have carried out the Litigation Search as referred to in the Schedule to this opinion and have not enquired as to whether there has been any change since the date of such search. |
| (f) | Where an obligation is to be performed in a jurisdiction other than Bermuda, the courts of Bermuda may refuse to enforce it to the extent that such performance would be illegal under the laws of, or contrary to public policy of, such other jurisdiction. |
Disclosure
This opinion is addressed to you in connection with the filing by the Company of the Registration Statement with the SEC. We consent to the incorporation by reference of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption “Legal Opinions” in the Prospectus. As Bermuda attorneys, however, we are not qualified to opine on matters of law of any jurisdiction other than Bermuda, accordingly we do not admit to being an expert within the meaning of the Securities Act.
Further, this opinion speaks as of its date and is strictly limited to the matters stated herein and we assume no obligation to review or update this opinion if applicable law or the existing facts or circumstances should change.
This opinion is governed by and is to be construed in accordance with Bermuda law. It is given on the basis that it will not give rise to any legal proceedings with respect thereto in any jurisdiction other than Bermuda.
Yours faithfully
/s/ Appleby (Bermuda) Limited
| 5 | ||
| Bermuda ◾ British Virgin Islands ◾ Cayman Islands ◾ Guernsey ◾ Hong Kong ◾ Isle of Man ◾ Jersey ◾ London ◾ Mauritius ◾ Seychelles ◾ Shanghai ◾ Zurich | ||
SCHEDULE
| 1. | The entries and filings shown in respect of the Company on the file of the Company maintained in the Register of Companies at the office of the Registrar of Companies in Hamilton, Bermuda, as revealed by a search conducted on 15 May 2017 (the Company Search). |
| 2. | The entries and filings shown in respect of the Company in the Supreme Court Causes Book maintained at the Registry of the Supreme Court in Hamilton, Bermuda, as revealed by a search conducted on 15 May 2017 (the Litigation Search). |
| 3. | Certified copies of the Certificate of Incorporation, Memorandum of Association, and Bye-Laws of the Company (collectively referred to as the Constitutional Documents). |
| 4. | Certified copies of the unanimous written resolutions of the Board of Directors of the Company effective 1 March 2017 (the Resolutions). |
| 5. | A Certificate of Compliance dated 15 May 2017 issued by the Registrar of Companies in respect of the Company. |
| 6. | A PDF copy of the Registration Statement on Form S-3 and prospectus contained therein dated on or about the date hereof (the Registration Statement). We refer to the prospectus contained therein as the Base Prospectus). |
| 7. | A PDF copy of the preliminary prospectus supplement, dated 11 May 2017 to the Base Prospectus (the Preliminary Prospectus Supplement) and the prospectus supplement, dated 11 May 2017 to the Base Prospectus (the Prospectus Supplement). We refer to the Base Prospectus as supplemented by the Prospectus Supplement as the Prospectus. |
| 8. | A PDF copy of the Indenture. |
| 6 | ||
| Bermuda ◾ British Virgin Islands ◾ Cayman Islands ◾ Guernsey ◾ Hong Kong ◾ Isle of Man ◾ Jersey ◾ London ◾ Mauritius ◾ Seychelles ◾ Shanghai ◾ Zurich | ||