EXHIBIT 5
Effective Date:
30 August, 1999
ACE Limited
The ACE Building
00 Xxxxxxxxxx Xxxxxx
Xxxxxxxx XXX 00
Xxxxxxx.
Dear Sirs,
Re: ACE Limited (the "Company") - Form S-4 Registration Statement
Agreement and Plan of Merger
You have asked us to render this opinion in our capacity as your counsel as to
Cayman Islands law in connection with the registration pursuant to a
Registration Statement on Form S-4 (the "Registration Statement") under the
Securities Act of 1933, as Amended (the "Act") of up to 19,214,471 ordinary
shares of $.041666667 each (the "Ordinary Shares") in the Company to be issued
in connection with the merger of CapRe Acquisition Corp., a Delaware corporation
and a direct wholly owned subsidiary of the Company, with and into Capital Re
Corporation, a Delaware corporation, pursuant to the Agreement and Plan of
Merger dated as of 10th June, 1999 (the "Merger Agreement") between the Company,
CapRe Acquisition Corp. and Capital Re Corporation, approved by a Board
resolution dated June 2, 1999.
We have reviewed the Company's Memorandum and Articles of Association (as
amended) and copies of the Registration Statement and the Merger Agreement. We
have relied in giving this opinion on certifications from the Company's
Officers.
We assume that all subscription monies due in respect of shares issued by the
Company have been or will be duly received by the Company. We further assume
that all Ordinary Shares to be newly issued in accordance with the Merger
Agreement have been reserved for issuance and that there are no intervening
changes in the Merger Agreement, the Company's Memorandum and Articles of
Association, the laws of the cayman Islands or any other relevant matter.
We have also assumed without independent verification the genuineness of all
signatures, authenticity of all documents submitted to us as originals and the
conformity with original documents of all documents submitted to us by telefax
or as copies or conformed copies.
On the basis of the foregoing, we would advise as follows:
1. The Company's authorised capital includes 100,000,000 Ordinary Shares of
US$0.041666667 each and 10,000,000 "Other Shares" of US$1.00 each.
To: ACE Limited 30 August, 1999
- Opinion - Page 2
--------------------------------------------------------------------------------
2. The Company has sufficient authorised share capital to issue the Ordinary
Shares and the issue thereof is within the power of the Company's Board of
Directors. The Ordinary Shares to be issued in accordance with the Merger
Agreement have been duly authorised and when issued and registered in the
Company's Share Register in accordance with the terms of the Merger
Agreement will be legally and validly issued.
3. On the basis that the contractual subscription price (being not less than
the par value) of the Ordinary Shares is fully paid in cash or other
consideration approval by the Board of Directors or a duly established
Committee thereof, such Ordinary shares issued or to be issued may properly
be credited as fully paid under Cayman Islands law.
4. Fully paid shares are not subject to further calls or assessments by the
Company.
5. The Company has been incorporated as an exempted company under the
Companies Law of the Cayman Islands and the liability of its shareholders
is limited to the amount, if any, unpaid on their shares (see Clause 5 of
the Memorandum of Association). On the basis that all such shares are fully
paid, there is no rule of Cayman Islands law that would impose any further
liability on persons holding shares in the Company, merely by reason of
such shareholding.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Yours faithfully,
/s/ Xxxxxx and Xxxxxx
-------------------------------
Xxxxxx and Xxxxxx
