As filed with the Securities and Exchange Commission on November 14, 2019
Registration No. 333-            

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

(Exact name of Registrant as specified in its charter)

 
			
British Virgin Islands	 	N/A	
(State or other jurisdiction of
incorporation or organization)	 	(IRS Employer
Identification No.)	
33 Kingsway
London, United Kingdom
WC2B 6UF
(Address, including zip code, of Registrant’s principal executive offices)
Capri Holdings Limited Deferred Compensation Plan
(Full title of the plan)
Krista McDonough
Senior Vice President, General Counsel and Chief Sustainability Officer
11 West 42nd Street
New York, NY 10036
(212) 201-8388
(Name, address, including zip code, and telephone number, including area code, of agent for service)
COPIES TO:
John C. Kennedy, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019-6064
(212) 373-3000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	 	☒	  	Accelerated filer	 	☐	
				
Non-accelerated filer	 	☐	  	Smaller reporting company	 	☐	
				
	 		  	Emerging growth company	 	☐	
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

 	

Title of Securities
to be Registered	 	Amount
to be
Registered(1)	 	Proposed
Maximum
Offering Price
Per Share	 	Proposed
Maximum
Aggregate
Offering Price	 	Amount of
Registration Fee	
Deferred Compensation Obligations(1)	 	$20,000,000(2)	 	100%	 	$20,000,000	 	$2,596	

(1)	Deferred Compensation Obligations (the “Obligations”) are general unsecured and unfunded obligations of Capri Holdings Limited to pay deferred compensation in the future in accordance with the terms of the Capri Holdings Limited Deferred Compensation Plan (the “Plan”).	
(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the “Securities Act”), the amount of Obligations registered is based on an estimate of the amount of compensation participants may defer under the Plan.	

 

EXPLANATORY NOTE
Capri Holdings Limited (the “Company”) has prepared this Registration Statement in accordance with the requirements of Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), to register the issuance of $20,000,000 of Obligations (as defined below) to be issued under the Capri Holdings Limited Deferred Compensation Plan (the “Plan”).
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
 
Item 1.	Plan Information.	
The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants in the Plan as specified by Rule 428(b)(1) under the Securities Act. Such documents are not being filed with the Securities and Exchange Commission (the “Commission”) but constitute, along with the documents incorporated by reference into this Registration Statement, a prospectus that meets the requirements of Section 10(a) of the Securities Act.
 
Item 2.	Company Information and Employee Plan Annual Information.	
We will furnish without charge to each person to whom the prospectus is delivered, upon the written or oral request of such person, a copy of any and all of the documents incorporated by reference in Item 3 of Part II of this Registration Statement, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference to the information that is incorporated). Those documents are incorporated by reference in the Section 10(a) prospectus. Requests should be directed to Capri Holdings Limited, 11 33 Kingsway London, United Kingdom WC2B 6UF, Telephone number 44 207 632 8600.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 3.	Incorporation of Documents by Reference	
The following documents filed with the Commission by the Company are incorporated by reference in this Registration Statement:
 
 	1.	The Company’s Annual Report on Form 10-K for the fiscal year ended March 30, 2019 (filed on May 29, 2019);	
 
 	2.	The portions of the Company’s definitive proxy statement on Schedule 14A that are incorporated by reference into Part III of the Company’s Annual Report on Form 10-K for the fiscal year ended March 30, 2019 (filed on June 18, 2019);	
 
 	3.	The Company’s Quarterly Reports on Form 10-Q for the quarter ended June 29, 2019 (filed August 13, 2019) and September  28, 2019 (filed November 7, 2019); and	
 
 	4.	The Company’s Current Reports on Form 8-K (filed on May 29 2019, July  11, 2019, August  5, 2019 and November 14, 2019).	
All documents filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Registration Statement (other than any such documents or portions thereof that are furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8-K, unless otherwise indicated therein, including any exhibits included with such Items), prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Unless otherwise stated in the applicable reports, information furnished under Item 2.02 or 7.01 of a Current Report on Form 8-K shall not be incorporated by reference.

Any statement contained in this Registration Statement or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained or incorporated by reference herein or in any subsequently filed document which is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
 
Item 4.	Description of Securities	
Under the Plan, a select group of management and highly compensated employees of the Company and its participating subsidiaries (each a “Participant”) will be eligible to defer a specified percentage of their compensation.
The Company’s obligations with respect to such deferred compensation under the Plan (the “Obligations”) will be unsecured general obligations to pay such compensation in the future in accordance with the terms of the Plan, and will rank equally in right of payment with the Company’s other unsecured and unsubordinated indebtedness from time to time outstanding.
The form and amount of compensation to be deferred by each Participant will be determined based on the election of each Participant in accordance with the Plan.
The Obligations cannot be transferred other than by will or by the laws of descent and distribution. The Obligations are not convertible into another security of the Company. The Obligations are not subject to redemption, in whole or in part. The Obligations will not have the benefit of any negative pledge or any other affirmative or negative covenant on the part of the Company. Neither will the Obligations have the benefit of any lien on any specific property of the Company.
No trustee has been appointed having the authority to take action with respect to the Obligations and each Participant will be responsible for acting independently with respect to, among other things, the giving of notices, responding to any requests for consents, waivers or amendments pertaining to the Obligations, enforcing covenants and taking action upon default.
The Company has caused to be established a trust to assist the Company with its obligations under the Plan. From time to time, the Company may cause contributions to be made to the trust, which, along with any earnings on such amounts, may be available to pay Plan benefits. Participants do not have an ownership interest in the investment options, the trust assets or in any specific assets of the Company.
The Company may amend or terminate the Plan at any time in accordance with its terms.
 
Item 5.	Interests of Named Experts and Counsel	
Not applicable.
 
Item 6.	Indemnification of Directors and Officers	
Our Memorandum and Articles of Association provides that we shall indemnify any of our directors, officers or anyone serving at our request as a director of another entity against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings or suits. If such person provides an undertaking to repay expense advances under certain circumstances, we shall pay any expenses, including legal fees, incurred by any such person in defending any legal, administrative or investigative proceedings in advance of the final disposition of the proceedings. If a person to be indemnified has been successful in defense of any proceedings referred to above, such person is entitled to be indemnified against all expenses, including legal fees, and against all judgments and fines reasonably incurred by such person in connection with the proceedings. We are required to indemnify a director or officer only if he or she acted honestly and in good faith with a view to our best interests and, in the case of criminal proceedings, the

director or officer had no reasonable cause to believe that his or her conduct was unlawful. The decision of our board of directors as to whether the director or officer acted honestly and in good faith with a view to our best interests and as to whether the director or officer had no reasonable cause to believe that his or her conduct was unlawful, is in the absence of fraud sufficient for the purpose of indemnification, unless a question of law is involved. The termination of any proceedings by any judgment, order, settlement, conviction or the entry of no plea does not, by itself, create a presumption that a director or officer did not act honestly and in good faith and with a view to our best interests or that the director or officer had reasonable cause to believe that his or her conduct was unlawful.
We have entered into indemnification agreements with our directors and officers pursuant to which we agreed to indemnify them against a number of liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or officer.
We may purchase and maintain insurance in relation to any of our directors or officers against any liability asserted against the directors or officers and incurred by the directors or officers in that capacity.
Reference is made to Item 9 for our undertakings with respect to indemnification for liabilities arising under the Securities Act.
 
Item 7.	Exemption from Registration Claimed	
Not Applicable.
 
Item 8.	Exhibits	
Exhibits

		
4.1	  	Amended and Restated Memorandum and Articles of Association of Capri Holdings Limited (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 31, 2018).	
		
4.2	  	Specimen of Ordinary Share Certificate of Capri Holdings Limited (incorporated by reference from Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed on May 29, 2019).	
		
4.3	  	Capri Holdings Limited Deferred Compensation Plan (incorporated by reference from Exhibit  10.1 to the Company’s Current Report on Form 8-K filed on November 14, 2019.	
		
5.1*	  	Opinion of Harney, Westwood & Riegels.	
		
5.2*	  	Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP.	
		
23.1*	  	Consent of Ernst & Young LLP, independent registered public accounting firm.	
		
23.2*	  	Consent of Harney, Westwood & Riegels. (included in Exhibit 5.1 to this Registration Statement).	
		
23.3*	  	Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP. (included in Exhibit 5.2 to this Registration Statement).	
		
24.1*	  	Powers of Attorney (included on signature pages).	

*	Filed herewith.	
 
Item 9.	Undertakings	
The Company hereby undertakes:
 
(a)    (1)  	To file during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:	
 
 	(i)	to include any prospectus required by Section 10(a)(3) of the Securities Act;	
 
 	(ii)	to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in the	

 	volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;	
 
 	(iii)	to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;	
provided, however, that, paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by us pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are incorporated by reference in the Registration Statement;
 
 	(2)	That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.	
 
 	(3)	To remove from registration by means of a post-effective amendment any of the securities being registered hereby which remain unsold at the termination of the offering.	
 
(b)	The Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering hereof.	
 
(c)	Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.	

SIGNATURES
Pursuant to the requirements of the Securities Act, 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 City of New York, State of New York, on November 14, 2019.

CAPRI HOLDINGS LIMITED	
		
By:	 	/s/ JOHN D. IDOL	
	 	Name: John D. Idol	
	 	Title: Chairman & Chief Executive Officer	
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby constitutes and appoints each of John D. Idol, Thomas J. Edwards Jr. and Krista Mcdonough, acting singly, his or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this Registration Statement together with all schedules and exhibits thereto and any subsequent Registration Statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (iii) act on and file any supplement to any prospectus included in this Registration Statement or any such amendment or any subsequent Registration Statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and (iv) take any and all actions which may be necessary or appropriate in connection therewith, granting unto such agents, proxies and attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing necessary or appropriate to be done, as fully for all intents and purposes as he or she might or could do in person, hereby approving, ratifying and confirming all that such agents, proxies and attorneys-in-fact or any of their substitutes may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act, this Registration Statement and Power of Attorney have been signed on November 14, 2019, by the following persons in the capacities indicated.

Signature	  	Title	
		
/s/ John D. Idol
John D. Idol	  	Chairman, Chief Executive Officer and Director
(Principal Executive Officer)	
		
/s/ Thomas J. Edwards, Jr.
Thomas J. Edwards, Jr.	  	Chief Financial Officer and Chief Operating Officer
(Principal Financial Officer and Principal Accounting Officer)	
		
/s/ M. William Benedetto
M. William Benedetto	  	Director	
		
/s/ Robin Freestone
Robin Freestone	  	Director	
		
/s/ Judy Gibbons
Judy Gibbons	  	Director	
		
/s/ Ann Korologos
Ann Korologos	  	Director	
		
/s/ Stephen F. Reitman
Stephen F. Reitman	  	Director	
		
/s/ Jane Thompson
Jane Thompson	  	Director	
		
/s/ Jean Tomlin
Jean Tomlin	  	Director	

Exhibit 5.1

	  	Harney Westwood & Riegels LP
Craigmuir Chambers
PO Box 71
Road Town
Tortola VG1110
British Virgin Islands
Tel: +1 284 494 2233
Fax: +1 284 494 3547	
DATED: 14 November 2019
greg.boyd@harneys.com
+1 284 852 4317
GAB/046065.0004
Capri Holdings Limited
33 Kingsway
London, United Kingdom
WC2B 6UF
Dear Sir or Madam
Capri Holdings Limited No 524407 (the Company)
We are lawyers qualified to practise in the British Virgin Islands and have been asked to provide this legal opinion to you with regard to the laws of the British Virgin Islands in relation to the adoption and maintaining by the Company of the Capri Holdings Limited Deferred Compensation Plan pursuant to the terms, conditions and provisions of the related plan document (the Plan) for the purpose of providing deferred compensation to a select group of management or highly compensated employees.
For the purposes of giving this opinion, we have examined the Documents (as defined in Schedule 1). We have not examined any other documents, official or corporate records or external or internal registers and have not undertaken or been instructed to undertake any further enquiry or due diligence in relation to the transaction which is the subject of this opinion.
In giving this opinion we have relied upon the assumptions set out in Schedule 2 which we have not verified.
Based solely upon the foregoing examinations and assumptions and having regard to legal considerations which we deem relevant, and subject to the qualifications set out in Schedule 3, we are of the opinion that under the laws of the British Virgin Islands:
 
1	Existence and Good Standing. The Company is a company duly incorporated with limited liability, and is validly existing and in good standing under the laws of the British Virgin Islands. The Company is a separate legal entity and is subject to suit in its own name.	

2	Capacity and Power. The execution of the Plan by the Company and the performance of its obligations thereunder are within the corporate capacity and power of the Company and have been duly authorised and approved by all necessary corporate action of the Company.	
 
3	No Conflict. The execution and performance of the Plan does not violate, conflict with or result in a breach of:	
 
 	(a)	any of the provisions of the Company’s Memorandum and Articles of Association;	
 
 	(b)	any law or regulation applicable to the Company in the British Virgin Islands currently in force; or	
 
 	(c)	any existing order or decree of any governmental or regulatory authority or agency in the British Virgin Islands.	
 
4	Due Execution. The Plan has been duly executed for and on behalf of the Company.	
 
5	Authorisation and Approvals. No authorisations, consents, orders, permissions or approvals are required from any governmental, regulatory or judicial authority or agency in the British Virgin Islands and no notice to or other filing with or action by any British Virgin Islands governmental, regulatory or judicial authority is required in connection with:	
 
 	(a)	the execution of the Plan;	
 
 	(b)	the exercise of any of the Company’s rights under the Plan;	
 
 	(c)	the performance of any of the Company’s obligations under the Plan; or	
 
 	(d)	the payment of any amount under the Plan.	
 
6	Filings. It is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of the Plan that any document be filed, recorded or enrolled with any governmental, regulatory or judicial authority in the British Virgin Islands.	
This opinion is confined to the matters expressly opined on herein and given on the basis of the laws of the British Virgin Islands as they are in force and applied by the British Virgin Islands courts at the date of this opinion. We have made no investigation of, and express no opinion on, the laws of any other jurisdiction. We express no opinion as to matters of fact. Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in the Plan. We express no opinion with respect to the commercial terms of the transactions the subject of this opinion.
This opinion is rendered for your benefit and the benefit of your legal counsel (in that capacity only) in connection with the transactions contemplated by the Plan. It may be disclosed to your successors and assigns only with our prior written consent. It may not be disclosed to or relied on by any other party or for any other purpose.

Yours faithfully	
	
/s/ Harney Westwood & Riegels LP
Harney Westwood & Riegels LP	
 
2

SCHEDULE 1
List of Documents and Records Examined
 
1	a copy of the Certificate of Incorporation and Memorandum and Articles of Association of the Company obtained from the Registry of Corporate Affairs on 14 November 2019;	
 
2	the records and information certified by Harneys Corporate Services Limited, the registered agent of the Company, on 5 November 2019 of the statutory documents and records maintained by the Company at its registered office (the Registered Agent’s Certificate);	
 
3	the public records of the Company on file and available for inspection at the Registry of Corporate Affairs, Road Town, Tortola, British Virgin Islands on 14 November 2019;	
 
4	the records of proceedings on file with, and available for inspection on 14 November 2019 at the High Court of Justice, British Virgin Islands;	
 
5	a copy of the unanimous written resolutions of the board of directors of the Company dated 13 November 2019 approving the Company’s entry into, and authorising the execution by the Company of, the Plan (the Resolutions),	
(1 to 5 above are the Corporate Documents); and
 
6	an executed copy of the Plan dated 13 November 2019.	
The Corporate Documents and the Plan are collectively referred to in this opinion as the Documents.
 
3

SCHEDULE 2
Assumptions
 
1	Directors. The board of directors of the Company considers the execution of the Plan and the transactions contemplated thereby to be in the best interests of the Company and no director has a financial interest in or other relationship to a party or the transactions contemplated by the Plan which has not been properly disclosed in the Resolutions.	
 
2	Bona Fide Transaction. No disposition of property effected by the Plan is made for an improper purpose or wilfully to defeat an obligation owed to a creditor.	
 
3	Authenticity of Documents. All original Documents are authentic, all signatures, initials and seals are genuine, all copies of Documents are true and correct copies and the Plan conforms in every material respect to the latest draft of the same produced to us and, where the Plan has been provided to us in successive drafts marked-up to indicate changes to such documents, all such changes have been so indicated.	
 
4	Corporate Documents. All matters required by law to be recorded in the Corporate Documents (except the Resolutions) are so recorded, and all corporate minutes, resolutions, certificates, documents and records which we have reviewed are accurate and complete, and all facts expressed in the Corporate Documents or implied thereby are accurate and complete, and the information recorded in the Registered Agent’s Certificate was accurate as at the date of the passing of the Resolutions.	
 
5	No Steps to Wind-up. The directors and shareholders of the Company have not taken any steps to appoint a liquidator of the Company and no receiver has been appointed over any of the property or assets of the Company.	
 
6	Resolutions. The Resolutions remain in full force and effect.	
 
7	Unseen Documents. Save for the Documents provided to us there are no resolutions, agreements, documents or arrangements which materially affect, amend or vary the transactions envisaged in the Documents.	
 
4

SCHEDULE 3
Qualifications
 
1	Public Records. Records reviewed by us may not be complete for various reasons. In particular you should note that:	
 
 	(a)	in special circumstances the court may order the sealing of the court record, which would mean that a record of the court action would not appear on the High Court register;	
 
 	(b)	failure to file notice of appointment of a receiver with the Registry of Corporate Affairs does not invalidate the receivership but merely gives rise to penalties on the part of the receiver;	
 
 	(c)	a liquidator of a British Virgin Islands company has 14 days after their appointment within which they must file notice of their appointment at the Registry of Corporate Affairs; and	
 
 	(d)	although amendments to the Memorandum and Articles of Association of a company are normally effective from the date of registration with the Registry of Corporate Affairs, it is possible for a British Virgin Islands court to order that they be treated as being effective from an earlier date, and searches would not reveal the amendments until the court order was subsequently filed,	
and accordingly our searches would not indicate such issues.
 
2	Foreign Statutes. We express no opinion in relation to provisions making reference to foreign statutes in the Plan.	
 
3	Good Standing. To maintain the Company in good standing under the laws of the British Virgin Islands, annual licence fees must be paid to the Registrar of Corporate Affairs.	
 
4	Conflict of Laws. An expression of an opinion on a matter of British Virgin Islands law in relation to a particular issue in this opinion should not necessarily be construed to imply that the British Virgin Islands courts would treat British Virgin Islands law as the proper law to determine that issue under its conflict of laws rules.	
 
5	Sanctions. The obligations of the Company may be subject to restrictions pursuant to United Nations and European Union sanctions as implemented under the laws of the British Virgin Islands	
 
5

Exhibit 5.2
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
212-373-3000
212-757-3990
November 14, 2019
Capri Holdings Limited
33 Kingsway
London, United Kingdom
WC2B 6UF
Ladies and Gentlemen:
We have acted as special counsel to Capri Holdings Limited, a British Virgin Islands company (the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) of the Company, filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Act”), and the rules and regulations thereunder (the “Rules”). You have asked us to furnish our opinion as to the legality of the securities being registered under the Registration Statement. The Registration Statement relates to the registration under the Act of up to $20,000,000 of deferred compensation obligations (the “Obligations”) of the Company issuable pursuant to the Capri Holdings Deferred Compensation Plan (the “Plan”). The Obligations are unsecured obligations of the Company to pay deferred compensation in the future in accordance with the terms of the Plan.

			
Capri Holdings Limited	  	2	
 
In connection with the furnishing of this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents:
 
 	1.	the Registration Statement; and	
 
 	2.	the Plan.	
In addition, we have examined such other certificates, agreements and documents that we deemed relevant and necessary as a basis for the opinion expressed below. We have also relied upon the factual matters contained in the representations and warranties of the Company made in the documents reviewed by us and upon certificates of public officials and the officers of the Company.
In our examination of the documents referred to above, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the documents reviewed by us, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as certified, photostatic, reproduced or conformed copies of valid existing agreements or other documents, the authenticity of all such latter documents and that the statements regarding matters of fact in the certificates, records, agreements, instruments and documents that we have examined are accurate and complete.

			
Capri Holdings Limited	  	3	
 
We have also assumed, without independent investigation, (i) that the Obligations will be issued as described in the Registration Statement, (ii) that the Company is validly existing and in good standing under the laws of its jurisdiction of organization, (iii) that the Company has all necessary power and authority to perform its obligations under the Plan and (iv) that the issuance of the Obligations and the performance of its obligations under the Plan has been duly authorized by all necessary action and do not violate the Company’s organizational documents or the laws of its jurisdiction of organization.
Based upon the above, and subject to the stated assumptions, exceptions and qualifications, we are of the opinion that, when issued in accordance with the Plan, the Obligations will constitute legal, valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except that the enforceability of the Obligations may be subject to bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and possible judicial action giving effect to governmental actions relating to persons or transactions or foreign laws affecting creditors’ rights and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

			
Capri Holdings Limited	  	4	
 
The opinion expressed above is limited to the laws of the State of New York. Our opinion is rendered only with respect to the laws, and the rules, regulations and orders under those laws, that are currently in effect.
We hereby consent to use of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required by the Act or the Rules.

Very truly yours,	
	
/s/ Paul, Weiss, Rifkind, Wharton & Garrison LLP	
	
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP	

Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8 No.333-XXXXX) pertaining to the issuance of $20,000,000 of Obligations under the Capri Holdings Limited Deferred Compensation Plan of our reports dated May 29, 2019, with respect to the consolidated financial statements and the effectiveness of internal control over financial reporting of Capri Holdings Limited and subsidiaries, included in its Annual Report (Form 10-K) for the year ended March 30, 2019, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
New York, New York
November 14, 2019