Exhibit 5.1
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Harney Westwood & Riegels
Craigmuir Chambers
PO Box 71, Road Town
Tortola VG1110, British Virgin Islands
Tel: +1 284 494 2233
Fax: +1 284 494 3547
www.harneys.com |
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17 July 2009
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Your Ref |
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Our Ref
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RW/ 011644.0034 |
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Doc ID
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2209681_1 |
UTi Worldwide Inc.
c/o UTi Services, Inc.
100
Oceangate Boulevard
Suite
1500
Long Beach, CA 90802
Dear Sirs
Registration Statement on Form S-8 to be filed by UTi Worldwide Inc. relating to the UTi
Worldwide Inc. 2009 Long-Term Incentive Plan (the “Plan”)
We are British Virgin Islands counsel to UTi Worldwide Inc., a British Virgin Islands company (the
“Company”) in connection with the preparation, execution and filing of a Registration Statement on
Form S-8 under the Securities Act of 1933, as amended, relating to the registration of 6,250,000
Ordinary Shares, no par value, of the Company (the “Shares”) which may be issued pursuant to
Awards (as defined in the Plan) granted under the Plan.
For the purposes of this opinion, we have examined a copy of the Memorandum and Articles of
Association of the Company and an electronic copy of an Officer’s Certificate dated 17 July 2009
issued by Lance E. D’Amico, Senior Vice President — Enterprise Support Services and Secretary of
the Company, together with the attachments annexed thereto (which include, without limitation, a
copy of the Plan).
For the purposes of this opinion we have assumed the genuineness of all signatures on all
documents and the completeness, and the conformity to original documents, of all copies or
extracts submitted to us and that all representations of fact expressed in or implied by the
documents are accurate.
On the basis of the foregoing, we are of the opinion that any newly issued Shares issued by the
Company in accordance with the current terms of the Plan will be duly authorised, validly issued,
fully paid and non-assessable.
This legal opinion is confined to and given on the basis of the laws of the British Virgin Islands
at the date hereof and as currently applied by the courts of the British Virgin Islands. We have
not investigated and we do not express or imply nor are we qualified to express or imply any
opinion on the laws of any other jurisdiction.
A list of partners is available for inspection at our offices.
British Virgin Islands | Cayman Islands | Anguilla | London | Hong Kong
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement on
Form S-8 relating to the Plan.
This opinion is addressed to you and may be relied upon by you and your counsel. This opinion is
limited to the matters detailed herein and is not to be read as an opinion with respect to any
other matter.
Yours faithfully
HARNEY WESTWOOD & RIEGELS
/s/ Harney Westwood & Riegels
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