SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Miami Springs, State of Florida, on the 13th day of
November 1995.
WORLD FUEL SERVICES CORPORATION
By: /s/ JERROLD BLAIR
--------------------------
Jerrold Blair, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
Chairman of the
/s/ RALPH WEISER Board of Directors November 13, 1995
- ------------------------
Ralph R. Weiser
President (Chief Executive
/s/ JERROLD BLAIR Officer) and Director November 13, 1995
- ------------------------
Jerrold Blair
/s/ ROBERT TOCCI Executive Vice President November 13, 1995
- ------------------------
Robert S. Tocci
/s/ CELESTIN DURAND* Director November 13, 1995
- ------------------------
Celestin A. Durand III
/s/ RALPH FEUERRING* Director November 13, 1995
- ------------------------
Ralph R. Feuerring
/s/ JOHN BENBOW* Director November 13, 1995
- ------------------------
John R. Benbow
/s/ PHILLIP BRADLEY* Director November 13, 1995
- ------------------------
Phillip S. Bradley
/s/ MYLES KLEIN* Director November 13, 1995
- ------------------------
Myles Klein
/s/ MICHAEL KASBAR* Director November 13, 1995
- ------------------------
Michael J. Kasbar
*By: /s/ JERROLD BLAIR November 13, 1995
----------------------
Jerrold Blair
Attorney-in-Fact
II-5
EXHIBIT 5
SHUTTS & BOWEN LLP
November 13, 1995
World Fuel Services Corporation
700 S. Royal Poinciana Boulevard
Suite 800
Miami Springs, FL 33166
Gentlemen:
We have acted as counsel for World Fuel Services Corporation (the
"Company") with respect to the preparation and filing with the Securities and
Exchange Commission of a Form S-8 Registration Statement (the "Registration
Statement") in connection with the registration of 116,250 shares of the
Company's common stock, par value $.01 per share (the "Common Stock"). Unless
otherwise provided herein, the capitalized terms used in this opinion shall have
the meanings set forth in the Registration Statement.
In connection with our opinion, we have examined the following
documents:
1. The Registration Statement, including all
exhibits thereto, as filed with the Securities
and Exchange Commission.
2. The minute books of the Company.
In rendering this opinion, we have undertaken no independent
review of the operations of the Company. Instead, we have relied solely upon the
documents described above. In examining such documents, we have assumed the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such latter documents.
World Fuel Services Corporation
November 13, 1995
Page 2
We have also examined such questions of United States and
Florida law as we have deemed appropriate. We express no opinion herein as to
the laws of any other jurisdiction.
Based upon the foregoing, we are of the opinion that all of the
shares of Common Stock registered pursuant to the Registration Statement are
duly issued, fully paid, and non-assessable.
Very truly yours,
SHUTTS & BOWEN LLP
/s/ Shutts & Bowen LLP
EXHIBIT 23(A)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent
to the incorporation by reference in this registration statement of our report
dated May 19, 1995 included in the Form 10-K of World Fuel Services Corporation
(formerly known as International Recovery Corp.) for the year ended March 31,
1995 and to all references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
/s/ Arthur Andersen LLP
Miami, Florida,
November 10, 1995.
EXHIBIT 23(B)
SHUTTS & BOWEN LLP
November 13, 1995
World Fuel Services Corporation
700 South Royal Poinciana Boulevard
Suite 800
Miami Springs, FL 33166
Re: FORM S-8 REGISTRATION STATEMENT
Ladies and Gentlemen:
In connection with the Form S-8 Registration Statement to be
filed by World Fuel Services Corporation with the Securities and Exchange
Commission, Shutts & Bowen hereby consents to the inclusion of our opinion
letter as an Exhibit to the Registration Statement and to the use of our name,
and statements with respect to us, in the Registration Statement.
Very truly yours,
/s/ Shutts & Bowen LLP
POWER OF ATTORNEY EXHIBIT 24(A)
KNOW ALL MEN BY THESE PRESENTS that the undersigned, Ralph R. Weiser, Chairman
of the Board of Directors of World Fuel Services Corporation, a Florida
corporation, has made, constituted and appointed, and by these presents does
make, constitute and appoint, Jerrold Blair his true and lawful attorney for him
and in his name, place, and stead to sign the Form S-8 Registration Statement
and all amendments thereto for World Fuel Services Corporation, giving and
granting unto said attorney full power and authority to do and perform all and
every act and thing whatsoever requisite and necessary to be done in and about
the premises as fully, to all intents and purposes, as he might or could do if
personally present, with full power of substitution and revocation, hereby
ratifying and confirming all that each said attorney or his substitute shall
lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, I have hereunto set my hand the 6th day of November, 1995.
Sealed and delivered in
the presence of:
/s/ SONIA ASENCIO
- ---------------------------
/s/ JANET RUSAKOV /s/ RALPH R. WEISER
- --------------------------- ----------------------
Ralph R. Weiser
STATE OF FLORIDA )
COUNTY OF DADE )
BE IT KNOWN, that on the 6th day of November 1995, before me, Sonia Asencio, a
notary in and for the State of Florida, duly commissioned and sworn, personally
came and appeared Ralph R. Weiser to me personally known (or has produced _____
____________ as identification), and known to me to be the same person described
in and who executed the within Power of Attorney, and he acknowledged the within
Power of Attorney to be his act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my seal
of office the day and year last above written.
/s/ SONIA ASENCIO
-----------------------
Notary Public
SONIA ASENCIO
-----------------------
Name of Notary (Typed, Printed
or Stamped)
My Commission Expires:
POWER OF ATTORNEY EXHIBIT 24(B)
KNOW ALL MEN BY THESE PRESENTS that the undersigned, Jerrold Blair, President
and Director of World Fuel Services Corporation, a Florida corporation, has
made, constituted and appointed, and by these presents does make, constitute and
appoint, Ralph R. Weiser his true and lawful attorney for him and in his name,
place, and stead to sign the Form S-8 Registration Statement and all amendments
thereto for World Fuel Services Corporation, giving and granting unto said
attorney full power and authority to do and perform all and every act and thing
whatsoever requisite and necessary to be done in and about the premises as
fully, to all intents and purposes, as he might or could do if personally
present, with full power of substitution and revocation, hereby ratifying and
confirming all that each said attorney or his substitute shall lawfully do or
cause to be done by virtue thereof.
IN WITNESS WHEREOF, I have hereunto set my hand the 6th of November, 1995.
Sealed and delivered in
the presence of:
/s/ JANET RUSAKOV
- ---------------------------
/s/ SONIA ASENCIO /s/ JERROLD BLAIR
- --------------------------- ----------------------
Jerrold Blair
STATE OF FLORIDA )
COUNTY OF DADE )
BE IT KNOWN, that on the 6th of November, 1995, before me, Sonia Asencio,
notary in and for the State of Florida, duly commissioned and sworn, personally
came and appeared Jerrold Blair to me personally known (or has produced ________
_________________ as identification), and known to me to be the same person
described in and who executed the within Power of Attorney, and he acknowledged
the within Power of Attorney to be his act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my seal
of office the day and year last above written.
/s/ SONIA ASENCIO
-----------------------
Notary Public
SONIA ASENCIO
-----------------------
Name of Notary (Typed, Printed
or Stamped)
My Commission Expires:
POWER OF ATTORNEY EXHIBIT 24(C)
KNOW ALL MEN BY THESE PRESENTS that the undersigned, Robert S. Tocci,
Executive Vice President of World Fuel Services Corporation, a Florida
corporation, has made, constituted and appointed, and by these presents does
make, constitute and appoint, Ralph R. Weiser and Jerrold Blair, and each of
them severally, his true and lawful attorney for him and in his name, place, and
stead to sign the Form S-8 Registration Statement and all amendments thereto for
World Fuel Services Corporation, giving and granting unto said attorney full
power and authority to do and perform all and every act and thing whatsoever
requisite and necessary to be done in and about the premises as fully, to all
intents and purposes, as he might or could do if personally present, with full
power of substitution and revocation, hereby ratifying and confirming all that
each said attorney or his substitute shall lawfully do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, I have hereunto set my hand the 6th day of November, 1995.
Sealed and delivered in
the presence of:
/s/ JANET RUSAKOV
- ---------------------------
/s/ SONIA ASENCIO /s/ ROBERT TOCCI
- --------------------------- ----------------------
Robert S. Tocci
STATE OF FLORIDA )
COUNTY OF DADE )
BE IT KNOWN, that on the 6th of November, 1995, before me, Sonia Asencio, a
notary in and for the State of Florida, duly commissioned and sworn, personally
came and appeared Robert S. Tocci, to me PERSONALLY KNOWN (or has produced ____
____________________________ as identification), and known to me to be the same
person described in and who executed the within Power of Attorney, and he
acknowledged the within Power of Attorney to be his act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my seal
of office the day and year last above written.
/s/ SONIA ASENCIO
-----------------------
Notary Public
SONIA ASENCIO
-----------------------
Name of Notary (Typed, Printed
or Stamped)
My Commission Expires:
POWER OF ATTORNEY EXHIBIT 24(D)
KNOW ALL MEN BY THESE PRESENTS that the undersigned, Celestin A. Durand, III,
a Director of World Fuel Services Corporation, a Florida corporation, has made,
constituted and appointed, and by these presents does make, constitute and
appoint, Ralph R. Weiser and Jerrold Blair, and each of them severally, his true
and lawful attorney for him and in his name, place, and stead to sign the Form
S-8 Registration Statement and all amendments thereto for World Fuel Services
Corporation, giving and granting unto said attorney full power and authority to
do and perform all and every act and thing whatsoever requisite and necessary to
be done in and about the premises as fully, to all intents and purposes, as he
might or could do if personally present, with full power of substitution and
revocation, hereby ratifying and confirming all that each said attorney or his
substitute shall lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, I have hereunto set my hand the 6th day of November, 1995.
Sealed and delivered in
the presence of:
/s/ SONIA ASENCIO
- ---------------------------
/s/ JANET RUSAKOV /s/ CELESTIN DURAND
- --------------------------- ----------------------
Celestin A. Durand, III
STATE OF FLORIDA )
COUNTY OF DADE )
BE IT KNOWN, that on the 6th of November, 1995, before me, Sonia Asencio, a
notary in and for the State of Florida, duly commissioned and sworn, personally
came and appeared Celestin A. Durand, III, to me PERSONALLY KNOWN (or has
produced ____________ as identification), and known to me to be the same person
described in and who executed the within Power of Attorney, and he acknowledged
the within Power of Attorney to be his act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my seal
of office the day and year last above written.
/s/ SONIA ASENCIO
-----------------------
Notary Public
SONIA ASENCIO
-----------------------
Name of Notary (Typed, Printed
or Stamped)
My Commission Expires:
POWER OF ATTORNEY EXHIBIT 24(E)
KNOW ALL MEN BY THESE PRESENTS that the undersigned, Ralph R. Feuerring, a
Director of World Fuel Services Corporation, a Florida corporation, has made,
constituted and appointed, and by these presents does make, constitute and
appoint, Ralph R. Weiser and Jerrold Blair, and each of them severally, his true
and lawful attorney for him and in his name, place, and stead to sign the Form
S-8 Registration Statement and all amendments thereto for World Fuel Services
Corporation, giving and granting unto said attorney full power and authority to
do and perform all and every act and thing whatsoever requisite and necessary to
be done in and about the premises as fully, to all intents and purposes, as he
might or could do if personally present, with full power of substitution and
revocation, hereby ratifying and confirming all that each said attorney or his
substitute shall lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, I have hereunto set my hand the 6th day of November, 1995.
Sealed and delivered in
the presence of:
/s/ JANET RUSAKOV
- ---------------------------
/s/ SONIA ASENCIO /s/ RALPH FEUERRING
- --------------------------- ----------------------
Ralph R. Feuerring
STATE OF FLORIDA )
COUNTY OF DADE )
BE IT KNOWN, that on the 6th of November, 1995, before me, Sonia Asencio, a
notary in and for the State of Florida, duly commissioned and sworn, personally
came and appeared Ralph R. Feuerring to me PERSONALLY KNOWN (or has produced __
_____________________ as identification), and known to me to be the same person
described in and who executed the within Power of Attorney, and he acknowledged
the within Power of Attorney to be his act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my seal
of office the day and year last above written.
/s/ SONIA ASENCIO
-----------------------
Notary Public
SONIA ASENCIO
-----------------------
Name of Notary (Typed, Printed
or Stamped)
My Commission Expires:
POWER OF ATTORNEY EXHIBIT 24(F)
KNOW ALL MEN BY THESE PRESENTS that the undersigned, John R. Benbow, a
Director of World Fuel Services Corporation, a Florida corporation, has made,
constituted and appointed, and by these presents does make, constitute and
appoint, Ralph R. Weiser and Jerrold Blair, and each of them severally, his true
and lawful attorney for him and in his name, place, and stead to sign the Form
S-8 Registration Statement and all amendments thereto for World Fuel Services
Corporation, giving and granting unto said attorney full power and authority to
do and perform all and every act and thing whatsoever requisite and necessary to
be done in and about the premises as fully, to all intents and purposes, as he
might or could do if personally present, with full power of substitution and
revocation, hereby ratifying and confirming all that each said attorney or his
substitute shall lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, I have hereunto set my hand the 6th day of November, 1995.
Sealed and delivered in
the presence of:
/s/ JANET RUSAKOV
- ---------------------------
/s/ SONIA ASENCIO /s/ JOHN BENBOW
- --------------------------- ----------------------
John R. Benbow
STATE OF FLORIDA )
COUNTY OF DADE )
BE IT KNOWN, that on the 6th of November, 1995, before me, Sonia Asencio, a
notary in and for the State of Florida, duly commissioned and sworn, personally
came and appeared John R. Benbow to me PERSONALLY KNOWN (or has produced ______
____________________________ as identification), and known to me to be the same
person described in and who executed the within Power of Attorney, and he
acknowledged the within Power of Attorney to be his act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my seal
of office the day and year last above written.
/s/ SONIA ASENCIO
-----------------------
Notary Public
SONIA ASENCIO
-----------------------
Name of Notary (Typed, Printed
or Stamped)
My Commission Expires:
POWER OF ATTORNEY EXHIBIT 24(G)
KNOW ALL MEN BY THESE PRESENTS that the undersigned, Phillip S. Bradley, a
Director of World Fuel Services Corporation, a Florida corporation, has made,
constituted and appointed, and by these presents does make, constitute and
appoint, Ralph R. Weiser and Jerrold Blair, and each of them severally, his true
and lawful attorney for him and in his name, place, and stead to sign the Form
S-8 Registration Statement and all amendments thereto for World Fuel Services
Corporation, giving and granting unto said attorney full power and authority to
do and perform all and every act and thing whatsoever requisite and necessary to
be done in and about the premises as fully, to all intents and purposes, as he
might or could do if personally present, with full power of substitution and
revocation, hereby ratifying and confirming all that each said attorney or his
substitute shall lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, I have hereunto set my hand the 7th day of November, 1995.
Sealed and delivered in
the presence of:
/s/ VICKY KERNS
- ---------------------------
/s/ SONIA ASENCIO /s/ PHILLIP BRADLEY
- --------------------------- ----------------------
Phillip S. Bradley
STATE OF FLORIDA )
COUNTY OF DADE )
BE IT KNOWN, that on the 7th of November, 1995, before me, Wanda Tellechea, a
notary in and for the State of Florida, duly commissioned and sworn, personally
came and appeared Phillip S. Bradley to me PERSONALLY KNOWN (or has produced __
_____________________ as identification), and known to me to be the same person
described in and who executed the within Power of Attorney, and he acknowledged
the within Power of Attorney to be his act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my seal
of office the day and year last above written.
/s/ WANDA TELLECHEA
-----------------------
Notary Public
WANDA TELLECHEA
-----------------------
Name of Notary (Typed, Printed
or Stamped)
My Commission Expires:
POWER OF ATTORNEY EXHIBIT 24(H)
KNOW ALL MEN BY THESE PRESENTS that the undersigned, Myles Klein, a Director
of World Fuel Services Corporation, a Florida corporation, has made, constituted
and appointed, and by these presents does make, constitute and appoint, Ralph R.
Weiser and Jerrold Blair, and each of them severally, his true and lawful
attorney for him and in his name, place, and stead to sign the Form S-8
Registration Statement and all amendments thereto for World Fuel Services
Corporation, giving and granting unto said attorney full power and authority to
do and perform all and every act and thing whatsoever requisite and necessary to
be done in and about the premises as fully, to all intents and purposes, as he
might or could do if personally present, with full power of substitution and
revocation, hereby ratifying and confirming all that each said attorney or his
substitute shall lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, I have hereunto set my hand the 6th day of November,
1995.
Sealed and delivered in
the presence of:
/s/ SONIA ASENCIO
- ---------------------------
/s/ JANET RUSAKOV /s/ MYLES KLEIN
- --------------------------- ----------------------
Myles Klein
STATE OF FLORIDA )
COUNTY OF DADE )
BE IT KNOWN, that on the 6th of November, 1995, before me, Sonia Asencio,
a notary in and for the State of Florida, duly commissioned and sworn,
personally came and appeared Myles Klein, to me PERSONALLY KNOWN (or has
produced _______________________________ as identification), and known to me to
be the same person described in and who executed the within Power of Attorney,
and he acknowledged the within Power of Attorney to be his act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my seal
of office the day and year last above written.
/s/ SONIA ASENCIO
-----------------------
Notary Public
SONIA ASENCIO
-----------------------
Name of Notary (Typed, Printed
or Stamped)
My Commission Expires:
POWER OF ATTORNEY EXHIBIT 24(I)
KNOW ALL MEN BY THESE PRESENTS that the undersigned, Michael J. Kasbar, a
Director of World Fuel Services Corporation, a Florida corporation, has made,
constituted and appointed, and by these presents does make, constitute and
appoint, Ralph R. Weiser and Jerrold Blair, and each of them severally, his true
and lawful attorney for him and in his name, place, and stead to sign the Form
S-8 Registration Statement and all amendments thereto for World Fuel Services
Corporation, giving and granting unto said attorney full power and authority to
do and perform all and every act and thing whatsoever requisite and necessary to
be done in and about the premises as fully, to all intents and purposes, as he
might or could do if personally present, with full power of substitution and
revocation, hereby ratifying and confirming all that each said attorney or his
substitute shall lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, I have hereunto set my hand the 8th day of November,
1995.
Sealed and delivered in
the presence of:
/s/ SONIA ASENCIO
- ---------------------------
ILLEGIBLE /s/ MICHAEL J. KASBAR
- --------------------------- ----------------------
Michael J. Kasbar
STATE OF FLORIDA )
COUNTY OF DADE )
BE IT KNOWN, that on the 8th of November, 1995, before me, Sonia Asencio,
a notary in and for the State of Florida, duly commissioned and sworn,
personally came and appeared Michael J. Kasbar, to me PERSONALLY KNOWN (or has
produced _____________________ as identification), and known to me to be the
same person described in and who executed the within Power of Attorney, and he
acknowledged the within Power of Attorney to be his act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my seal
of office the day and year last above written.
/s/ SONIA ASENCIO
-----------------------
Notary Public
SONIA ASENCIO
-----------------------
Name of Notary (Typed, Printed
or Stamped)
My Commission Expires:
