Exhibit 5.2
KKR Group Partnership L.P. | |
PO Box 309, Ugland House | |
Grand Cayman | |
KY1-1104 | |
Cayman Islands |
We have acted as counsel as to Cayman Islands law to KKR Group Partnership L.P. (the "Partnership"), a Cayman Islands exempted limited partnership, and to KKR Group Holdings Corp. (the "General Partner"), a foreign company incorporated or established in the State of Delaware, U.S.A., in connection with the Company's registration statement of KKR & Co. Inc. ("KKR & Co") on Form S-3, including all amendments or supplements thereto, filed with the United States Securities and Exchange Commission (the "Commission") under the United States Securities Act of 1933, as amended (the "Act") (including its exhibits, the "Registration Statement") for the purposes of, registering with the Commission under the Act, the offering of certain securities of KKR & Co, which may be guaranteed by the Partnership (each, a "Guarantee").
1 | Documents Reviewed |
We have reviewed originals, copies, drafts or conformed copies of the following documents:
1.1 |
1.2 |
1.3 |
1.4 | The third amended and restated limited partnership agreement of the Partnership dated 1 January 2020 between, among others, the General Partner and each of the limited partners named therein, |
as amended by the amendment no.1 to the third amended and restated limited partnership agreement of the Partnership dated 14 August 2020 (the "Partnership Agreement").
1.5 |
1.6 |
1.7 |
1.8 | The Registration Statement. |
2 | Assumptions |
The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. In giving the following opinions, we have relied (without further verification) upon the completeness and accuracy, as at the date of this opinion letter, of the General Partner's Certificate and the Certificates of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:
2.2 | Each Guarantee has been or, as the case may be, or will be authorised and duly executed and unconditionally delivered by or on behalf of all relevant parties in accordance with all relevant laws. |
2.3 |
2.4 |
2.6 | All signatures, initials and seals are genuine. |
2.8 |
the Cayman Islands) to enter into, execute, unconditionally deliver and perform their respective obligations under each Guarantee.
2.9 |
2.11 |
2.12 |
2.14 |
2.15 | The Court Register constitutes a complete record of the proceedings before the Grand Court as at the time of the Litigation Search (as those terms are defined below). |
3 | Opinions |
Based upon, and subject to, the foregoing assumptions and the qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:
3.1 |
3.2 |
4 | Qualifications |
The opinions expressed above are subject to the following qualifications:
4.1 |
(a) |
(b) | enforcement may be limited by general principles of equity. For example, equitable remedies such as specific performance may not be available, inter alia, where damages are considered to be an adequate remedy; |
(c) | some claims may become barred under relevant statutes of limitation or may be or become subject to defences of set off, counterclaim, estoppel and similar defences; |
(d) | where obligations are to be performed in a jurisdiction outside the Cayman Islands, they may not be enforceable in the Cayman Islands to the extent that performance would be illegal under the laws of that jurisdiction; |
(f) | arrangements that constitute penalties, generally, will not be enforceable; Under the Law, however, those provisions of the Partnership Agreement which provide that where the General Partner or Limited Partner fails to perform any of its obligations under, or otherwise breaches the provisions of, the Partnership Agreement the General Partner or Partner may be subject to or suffer remedies for, or consequences of, the failure or breach specified in the Partnership Agreement or otherwise applicable under any law then those remedies or consequences shall not be unenforceable solely on the basis that they are penal in nature; |
(g) | enforcement may be prevented by reason of fraud, coercion, duress, undue influence, misrepresentation, public policy or mistake or limited by the doctrine of frustration of contracts; |
(h) | provisions imposing confidentiality obligations may be overridden by compulsion of applicable law or the requirements of legal and/or regulatory process; |
(i) |
(j) | any provision in a document which is governed by Cayman Islands law purporting to impose obligations on a person who is not a party to such document (a "third party") is unenforceable against that third party. Any provision in a document which is governed by Cayman Islands law purporting to grant rights to a third party is unenforceable by that third party, except to the extent that such document expressly provides that the third party may, in its own right, enforce such rights (subject to and in accordance with the Contracts (Rights of Third Parties) Act (As Revised) of the Cayman Islands); |
(k) | any provision of a document which is governed by Cayman Islands law which expresses any matter to be determined by future agreement may be void or unenforceable; and |
(l) |
4.2 |
4.3 |
(a) | on behalf of any one or more of the general partners; or |
(b) | in the name of the exempted limited partnership, |
is an asset of the exempted limited partnership held upon trust in accordance with the terms of the Law.
4.10 |
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the reference to our firm under the headings "Legal Matters", "Protection of Minority Shareholders", "Shareholders' Suits" in the prospectus included in the Registration Statement. In providing our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder
The opinions in this opinion letter are strictly limited to the matters contained in the opinions section above and do not extend to any other matters. We have not been asked to review and we therefore have not reviewed any of the ancillary documents relating to the Partnership Agreement and express no opinion or observation upon the terms of any such document.
This opinion letter is addressed to and for the benefit solely of the addressees and may not be relied upon by any other person for any purpose, nor may it be transmitted or disclosed (in whole or in part) to any other person without our prior written consent, except as required by law.
Yours faithfully
/s/ Maples and Calder
Maples and Calder (Cayman) LLP
Schedule
Wilmington, DE 19801, United States
31 March 2021 | ||
To: | Maples and Calder | |
PO Box 309, Ugland House | ||
Grand Cayman, KY1-1104 | ||
Cayman Islands |
I, the undersigned, being duly authorised on behalf of KKR Group Holdings Corp., the general partner of the Partnership, am aware that you are being asked to provide a legal opinion (the "Opinion") in relation to certain aspects of Cayman Islands law. Capitalised terms used in this certificate have the meaning given to them in the Opinion. I hereby certify that as at the date of this certificate:
2 |
3 |
4 | No event has occurred to effect the termination or dissolution or de-registration of the General Partner. |
5 |
7 |
9 | To the best of my knowledge and belief, neither the General Partner nor the Partnership are subject to an action, suit or proceeding pending before any court (judicial or administrative) or arbitral tribunal in any jurisdiction and no such proceedings have been threatened against the Partnership or the General Partner. No steps have been taken to commence the winding up, dissolution or de-registration of the General Partner nor have the directors, the members, the partners or the shareholders taken any steps to have the General Partner struck off or placed in liquidation. No steps have been taken to wind up, dissolve or de-register the Partnership. No receiver has been appointed over any of the General Partner's or the Partnership's property or assets. |
I confirm that you may continue to rely on this certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you in writing personally to the contrary.
Signed: | /s/ Robert H. Lewin | ||
Name: | Robert H. Lewin | ||
Authorised signatory of KKR Group Holdings Corp. |