EXHIBIT 5.1
Published on July 3, 2003
EXHIBIT 5.1
OPINION OF APPLEBY SPURLING & KEMPE
JMVS/rt/124194.10
Direct Telephone: +441 298 3240
Direct e-mail: jvirgil@ask.bm
2 July 2003
Marvell Technology Group Ltd.
4th Floor, Windsor Place
22 Queen Street
P.O. Box HM 1179
Hamilton HM EX, Bermuda
Dear Sirs
REGISTRATION STATEMENT ON FORM S-3
We have acted as attorneys in Bermuda to Marvell Technology Group Ltd. (the
"Company"), a Bermuda limited liability company, in connection with its filing
with the United States Securities and Exchange Commission of a Registration
Statement on Form S-3 (the "Registration Statement"), with respect to the resale
of up to 4,046,872 of the Company's common shares, US$0.002 par value per share
(the "Shares"), by the selling shareholders named in the Registration Statement
(the "Selling Shareholders").
For the purposes of this opinion we have examined and relied upon the documents
listed which, in some cases, are also defined in the Schedule to this opinion,
(the "Documents").
ASSUMPTIONS
In stating our opinion we have assumed:
(a) the authenticity, accuracy and completeness of all Documents and other
documentation examined by us submitted to us as originals and the
conformity to authentic original documents of all Documents and other such
documentation submitted to us as certified, conformed, notarised, faxed or
photostatic copies;
(b) The genuineness of all signatures on the Documents.
(c) that each of the Documents and other such documentation which was received
by electronic means is complete, intact and in conformity with the
transmission as sent;
(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 factual statements made in any of the Documents are 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 when filed with the Securities and Exchange Commission, the
Registration Statement will not differ in any material respect from the
draft referred to in paragraph 1 of the Schedule.
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
existing under the laws of Bermuda. The Company possesses the capacity to
sue and be sued in its own name and is in good standing under the laws of
Bermuda.
(2) All necessary corporate action required to be taken by the Company in
connection with the issue by the Company of the Shares pursuant to Bermuda
law has been taken by or on behalf of the Company, and all necessary
approvals of Governmental authorities in Bermuda have been duly obtained
for the issue by the Company of the Shares.
(3) When issued pursuant to the terms of the Resolutions, the Share Purchase
Agreement and the Warrant and in the circumstances referred to or
summarised under the caption "Selling Shareholders" in the Registration
Statement the Shares will be (or, to the extent heretofore issued, are)
validly issued, fully paid and non-assessable shares in the capital of the
Company.
(4) There are no taxes, duties or other charges payable to or chargeable by
the Government of Bermuda, or any authority or agency thereof in respect
of the issue of the Shares.
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.
(c) Any reference in this opinion to shares being "non-assessable" shall mean,
in relation to fully paid shares of the Company and subject to any
contrary provision in any agreement in writing between such company and
the holder of such shares, that no shareholder shall be bound by an
alteration to the Memorandum of Association or Bye-laws of the Company
after the date on which he became a shareholder, if and so far as the
alteration requires him to take, or subscribe for additional shares, or in
any way increases his liability to contribute to the share capital of, or
otherwise to pay money to, the Company.
(d) 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 general practice of the Registrar of Companies
would have or should have been disclosed on the public file but have
not actually been registered or to the extent that they have been
registered have not been disclosed or do not appear in the public
records at the date and time the search is concluded; or
(ii) details of matters which should have been lodged for registration
but have not been lodged for registration at the date the search is
concluded.
(e) 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.
(f) 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.
(g) As to any facts material to the opinions expressed herein that we have not
independently established or verified, we have relied upon the Officer's
Certificate, and have assumed without independent inquiry the accuracy of
the representations contained therein.
(h) 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 Securities and Exchange Commission. We
consent to the inclusion of this opinion as Exhibit 5.1 to the Registration
Statement.
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 Spurling & Kempe
SCHEDULE
1. An electronic copy of the draft of the Registration Statement received on
2 July 2003 (excluding the exhibits and excluding the documents
incorporated by reference).
2. Copy of the executed Share Purchase Agreement dated 6 February 2003, among
the Company and Radlan Computer Communications Ltd. and a copy of the
executed Amendment to Share Purchase Agreement dated as of 5 June 2003
between the Company and Radlan Computer Communications Ltd. (together "the
Share Purchase Agreement").
3. Copy of the Warrant to Purchase Common Stock, issued by the Company (the
"Warrant").
4. Copies of the Minutes of the meetings of the Board of Directors of the
Company held on 9 January 2003 and 4 February 2003 (the "Resolutions").
5. 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 done
on 2 July 2003 (the "Company Search").
6. 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 done on 2 July 2003 (the
"Litigation Search").
(The Company Search and the Litigation Search are collectively referred to
as the "Searches")
7. Copies of the Certificate of Incorporation, Memorandum of Association and
Bye-laws of the Company incorporating all amendments to 21 June 2001
(collectively referred to as the "Constitutional Documents").
8. A copy of the letters of permissions dated 31 May 2000 and 10 February
2003 given by the Bermuda Monetary Authority under the Exchange Control
Act (1972) and related regulations for the issue of shares in the capital
of the Company.
9. A certified copy of the "Tax Assurance", dated 10 March 1995, issued by
the Registrar of Companies for the Minister of Finance in relation to the
Company.
10. A Certificate of Compliance, dated 13 March 2003 issued by the Ministry of
Finance in respect of the Company.