EXHIBIT INDEX
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGE
- ------ ----------- -------------
4 The description of the Company's Common Stock, $.01 par
value, as contained in the Company's Form 8-A filed
October 7, 1986, is hereby incorporated by reference.
5 Opinion of Shutts & Bowen LLP.
*23(a) Consent of Arthur Andersen LLP.
23(b) Consent of Shutts & Bowen LLP.
24(a) Power of Attorney of Ralph R. Weiser.
24(b) Power of Attorney of Jerrold Blair.
24(c) Power of Attorney of Phillip S. Bradley.
24(d) Power of Attorney of Ralph Feuerring.
24(e) Power of Attorney of John R. Benbow.
24(f) Power of Attorney of Celestin Durand III.
24(g) Power of Attorney of Michael J. Kasbar.
24(h) Power of Attorney of Paul H. Stebbins.
24(i) Power of Attorney of Myles Klein.
- ------------------------------------------------------------------------
*To be filed by amendment.
Shutts & Bowen
1500 Miami Center
201 South Biscayne Center
Miami, Florida 33131
(305) 358-6300
April 8, 1996
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-3 Registration Statement (the "Registration
Statement") in connection with the registration of 277,169 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.
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,
/s/ SHUTTS & BOWEN LLP
EXHIBIT 23(b)
SHUTTS & BOWEN LLP
April 8, 1996
World Fuel Services Corporation
700 South Royal Poinciana Boulevard
Suite 800
Miami Springs, FL 33166
Re: FORM S-3 REGISTRATION STATEMENT
Ladies and Gentlemen:
In connection with the Form S-3 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
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-3 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 23 day of January, 1996.
Sealed and delivered in
the presence of:
/s/ SONIA ASENCIO
- --------------------
/s/ JANET D. RUSAKOV /s/ RALPH R. WEISER
- -------------------- -------------------
Ralph R. Weiser
STATE OF FLORIDA )
COUNTY OF DADE )
BE IT KNOWN, that on the 23 day of January, 1996, 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
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-3 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 23 day of January, 1996.
Sealed and delivered in
the presence of:
/s/ SONIA ASENCIO
- --------------------
/s/ JANET D. RUSAKOV /s/ JERROLD BLAIR
- -------------------- -----------------
Jerrold Blair
STATE OF FLORIDA )
COUNTY OF DADE )
BE IT KNOWN, that on the 23 day of January, 1996, before me, SONIA ASENCIO , a
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
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-3 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 3rd day of April, 1996.
Sealed and delivered in
the presence of:
/s/ JANET RUSAKOV
- -----------------------
ILLEGIBLE /s/ PHILLIP BRADLEY
- ----------------------- -------------------
Phillip S. Bradley
STATE OF FLORIDA )
COUNTY OF DADE )
BE IT KNOWN, that on the 3rd of April, 1996, before me, Janet Rusakov, 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/ JANET RUSAKOV
-----------------
Notary Public
JANET RUSAKOV
-----------------
Name of Notary (Typed, Printed
or Stamped)
My Commission Expires:
POWER OF ATTORNEY
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-3 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 23 day of January, 1996.
Sealed and delivered in
the presence of:
/s/ SONIA ASENCIO
- --------------------
/s/ JANET D. RUSAKOV /s/ RALPH R. FEUERRING
- -------------------- ----------------------
Ralph R. Feuerring
STATE OF FLORIDA )
COUNTY OF DADE )
BE IT KNOWN, that on the 23 of January, 1996, 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
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-3 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 23 day of January, 1996.
Sealed and delivered in
the presence of:
/s/ SONIA ASENCIO
- --------------------
/s/ JANET D. RUSAKOV /s/ JOHN R. BENBOW
- -------------------- ------------------
John R. Benbow
STATE OF FLORIDA )
COUNTY OF DADE )
BE IT KNOWN, that on the 23 of January, 1996, 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
KNOW ALL MEN BY THESE PRESENTS that the undersigned, Celestin R. 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-3 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 1st day of April, 1996.
Sealed and delivered in
the presence of:
/s/ PATRICIA COLE
- -----------------------
/s/ LAURA SALAZAR /s/ CELESTIN R. DURAND
- ----------------------- ----------------------
Celestin R. Durand
STATE OF FLORIDA )
COUNTY OF DADE )
BE IT KNOWN, that on the 1st of April 1996, before me, Robert M. Shannon, a
notary in and for the State of Florida, duly commissioned and sworn, personally
came and appeared Celestin R. Durand 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/ ROBERT M. SHANNON
---------------------
Notary Public
ROBERT M. SHANNON
---------------------
Name of Notary (Typed, Printed
or Stamped)
My Commission Expires:
POWER OF ATTORNEY
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-3 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 23 day of January, 1996.
Sealed and delivered in
the presence of:
/s/ SONIA ASENCIO
- --------------------
/s/ JANET D. RUSAKOV /s/ MICHAEL J. KASBAR
- -------------------- ---------------------
Michael J. Kasbar
STATE OF FLORIDA )
COUNTY OF DADE )
BE IT KNOWN, that on the 23 of January, 1996, before me, a SONIA ASENCIO ,
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:
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, Paul H. Stebbins, 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-3 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 23 day of January, 1996.
Sealed and delivered in
the presence of:
/s/ SONIA ASENCIO
- --------------------
/s/ JANET D. RUSAKOV /s/ PAUL H. STEBBINS
- -------------------- --------------------
Paul H. Stebbins
STATE OF FLORIDA )
COUNTY OF DADE )
BE IT KNOWN, that on the 23 of January, 1996, before me, SONIA ASENCIO , a
notary in and for the State of Florida, duly commissioned and sworn, personally
came and appeared Paul H. Stebbins, 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
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-3
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 23 day of January, 1996.
Sealed and delivered in
the presence of:
/s/ SONIA ASENCIO
- --------------------
/s/ JANET D. RUSAKOV /s/ MYLES KLEIN
- -------------------- ---------------
Myles Klein
STATE OF FLORIDA )
COUNTY OF DADE )
BE IT KNOWN, that on the 23 of January, 1996, 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:
