EXHIBIT INDEX
EXHIBIT DESCRIPTION
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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 Jerrold Blair
24.(b) Power of Attorney of Carlos Abaunza
24.(c) Power of Attorney of Luis Tinoco
24.(d) Power of Attorney of Ralph R. Feuerring
24.(e) Power of Attorney of John R. Benbow
24.(f) Power of Attorney of Phillip S. Bradley
24.(g) Power of Attorney of Myles Klein
EXHIBIT 5
SHUTTS & BOWEN LLP
January 8, 1998
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 97,248 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,
SHUTTS & BOWEN LLP
/s/ Shutts & Bowen LLP
EXHIBIT 23.(a)
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this Form S-8 Registration Statement of our report
dated May 9, 1997, included in World Fuel Services Corporation's Form 10-K for
the year ended March 31, 1997, and to all references to our Firm included in
this Registration Statement.
/s/ Arthur Andersen LLP
Miami, Florida,
January 8, 1998.
EXHIBIT 23.(b)
SHUTTS & BOWEN LLP
January 8, 1998
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
EXHIBIT 24.(a)
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-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 of January,
1998.
Sealed and delivered in
the presence of:
/s/ Carlos Abaunza
- ------------------------------------
/s/ Janet D. Rusakov /s/ Jerrold Blair
- ------------------------------------ ------------------------------------
Jerrold Blair
STATE OF FLORIDA )
COUNTY OF DADE )
BE IT KNOWN, that on the 8th of January, 1998, before me, Edith F.
Novoa, 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/ Edith F. Novoa
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Notary Public
EDITH F. NOVOA
----------------------------------------------
Name of Notary (Typed, Printed or Stamped)
My Commission Expires:
EXHIBIT 24.(b)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, Carlos Abaunza,
Chief Financial Officer 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
January, 1998.
Sealed and delivered in
the presence of:
/s/ Janet D. Rusakov
- ------------------------------------
/s/ Elizabeth Poveda /s/ Carlos Abaunza
- ------------------------------------ ------------------------------------
Carlos Abaunza
STATE OF FLORIDA )
COUNTY OF DADE )
BE IT KNOWN, that on the 8th of January, 1998, before me, Edith F.
Novoa, a notary in and for the State of Florida, duly commissioned and sworn,
personally came and appeared Carlos Abaunza, 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/ Edith F. Novoa
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Notary Public
EDITH F. NOVOA
----------------------------------------------
Name of Notary (Typed, Printed or Stamped)
My Commission Expires:
EXHIBIT 24.(c)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, Luis Tinoco, 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
January, 1998.
Sealed and delivered in
the presence of:
/s/ Raymond A. Guzman
- ------------------------------------
/s/ Richard White /s/ Luis Tinoco
- ------------------------------------ ------------------------------------
Luis Tinoco
State of Florida )
County of Dade )
BE IT KNOWN, that on the 8th of January, 1998, before me, Edith F.
Novoa, a notary in and for the State of Florida, duly commissioned and sworn,
personally came and appeared Luis Tinoco, 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/ Edith F. Novoa
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Notary Public
EDITH F. NOVOA
----------------------------------------------
Name of Notary (Typed, Printed or Stamped)
My Commission Expires:
EXHIBIT 24.(d)
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-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
January, 1998.
Sealed and delivered in
the presence of:
/s/ Giselt Matos
- ------------------------------------
/s/ Janet D. Rusakov /s/ Ralph R. Feuerring
- ------------------------------------ ------------------------------------
Ralph R. Feuerring
STATE OF FLORIDA )
COUNTY OF DADE )
BE IT KNOWN, that on the 8th of January, 1998, before me, Edith F.
Novoa, 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/ Edith F. Novoa
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Notary Public
EDITH F. NOVOA
----------------------------------------------
Name of Notary (Typed, Printed or Stamped)
My Commission Expires:
EXHIBIT 24.(e)
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-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
January, 1998.
Sealed and delivered in
the presence of:
/s/ Raymond A. Guzman
- ------------------------------------
/s/ Richard White /s/ John R. Benbow
- ------------------------------------ ------------------------------------
John R. Benbow
STATE OF FLORIDA )
COUNTY OF DADE )
BE IT KNOWN, that on the 8th of January, 1998, before me, Edith F.
Novoa, 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/ Edith F. Novoa
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Notary Public
EDITH F. NOVOA
----------------------------------------------
Name of Notary (Typed, Printed or Stamped)
My Commission Expires:
EXHIBIT 24.(f)
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-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
January, 1998.
Sealed and delivered in
the presence of:
/s/ Leopoldo Rivera
- ------------------------------------
/s/ Oscar Farinas /s/ Phillip S. Bradley
- ------------------------------------ ------------------------------------
Phillip S. Bradley
STATE OF FLORIDA )
COUNTY OF DADE )
BE IT KNOWN, that on the 8th of January, 1998, before me, Edith F.
Novoa, 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/ Edith F. Novoa
----------------------------------------------
Notary Public
EDITH F. NOVOA
----------------------------------------------
Name of Notary (Typed, Printed or Stamped)
My Commission Expires:
EXHIBIT 24.(g)
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-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
January, 1998.
Sealed and delivered in
the presence of:
/s/ Joseph Gomez
- ------------------------------------
/s/ George Barreto /s/ Myles Klein
- ------------------------------------ ------------------------------------
Myles Klein
STATE OF FLORIDA )
COUNTY OF DADE )
BE IT KNOWN, that on the 8th of January, 1998, before me, Magda Abdo,
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/ Magda Abdo
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Notary Public
MAGDA ABDO
----------------------------------------------
Name of Notary (Typed, Printed or Stamped)
My Commission Expires:
