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Title: |
Opinion Letter |
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Entities: |
BMO Nesbitt Burns Corp.; Jones Lang LaSalle Americas, Inc.; Jones Lang LaSalle Finance BV; Jones Lang LaSalle Ltd.; Morgan Stanley & Co. Inc.; Bank of New York |
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Date: |
2000 |
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Size: |
Preview shows 4KB of 14KB total |
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Price: |
$35 |
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ID: |
#280571 |
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[LETTERHEAD OF LOYENS & LOEFF]
To:
Each of the Parties Listed
on Schedule I attached hereto
JONES LANG LASALLE FINANCE B.V.
EUR 165,000,000
NOTE EXCHANGE OFFER
Privileged
Amsterdam, November 24, 2000
Ladies and Gentlemen:
We, the undersigned, have acted as special counsel on certain matters of
Dutch law to Jones Lang LaSalle Finance B.V., a private company with
limited liability incorporated under Dutch law with its official seat in
Amsterdam, the Netherlands (the "Issuer") in connection with the exchange
of the Original Notes by the Issuer for the Notes pursuant to an exchange
offer (the "EXCHANGE OFFER") as contemplated by the documents listed in
Schedule II hereto (the "Documents").
Capitalized terms used herein, which are not otherwise defined herein,
shall have the respective meanings as set forth in the Documents, unless
the context requires otherwise. Headings are used in this opinion for ease
of reference only and shall not affect the interpretation hereof.
In this opinion:
"Original Notes" means the EUR 165,000,000 9% Senior Notes due 2007
unconditionally and irrevocably guaranteed by Jones Lang LaSalle
Incorporated and certain subsidiaries of Jones Lang LaSalle Incorporated as
issued by the Issuer on July 26, 2000.
"Notes" means the EUR 165,000,000 9% Senior Notes due 2007 unconditionally
and irrevocably guaranteed by Jones Lang LaSalle Incorporated and certain
subsidiaries of Jones Lang LaSalle Incorporated to be exchanged by the
Issuer pursuant to the Exchange Offer.
In rendering this opinion, we have examined and relied upon the Documents
and upon the following documents:
(1) a faxed copy of the final offering memorandum, dated July 19, 2000,
with respect to the issuance of the Original Notes (the "Final
Memorandum");
(2) a faxed copy of the preliminary prospectus as included in the
Registration Statement with respect to the Exchange Offer, filed with
the Securities and Exchange Commission on October 17, 2000 (file No.
333-48074), as amended by Amendment No. 1 thereto (the "Prospectus");
(3) copies of the Original Notes dated July 26, 2000, signed by the Issuer
and The Bank of New York as trustee;
(4) faxed draft copies of the forms of the global Notes;
(5) a faxed copy of an excerpt dated July 18, 2000 of the registration of
the Issuer in the trade register (the "Trade Register") of the Chamber
of Commerce of Amsterdam, the Netherlands, (confirmed by telephone to
be correct as of the date hereof) (the "Excerpt");
(6) a copy of the Deed of Incorporation including the articles of
association (statuten) of the Issuer as, according to the Excerpt,
deposited with the Trade Register as being in force on the date hereof
(the "Articles"); and
(7) a faxed copy of a resolution of the board of managing directors
(directie) of the Issuer, dated July 17, 2000 (the "Resolution").
For the purpose of the opinions expressed herein, we have assumed:
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