Exhibit 5.1
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3424
404-881-7000
Fax: 404-881-7777
www.alston.com
October
1, 2009
Graphic Packaging International, Inc.
and
the guarantors listed on Annex A
814 Livingston Court
Atlanta, Georgia 30067
Re: Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as counsel to Graphic Packaging International, Inc., a Delaware corporation (the
Issuer), and the guarantors listed on Annex A (the Guarantors, together with
the Issuer, the Registrants) in connection with the filing of the above-referenced
Registration Statement (the Registration Statement) with the Securities and Exchange
Commission (the Commission) to register under the Securities Act of 1933, as amended (the
Securities Act), (a) $425,000,000 aggregate principal amount of the Issuers 9.50% Senior
Notes due 2017 (the New Notes) and (b) the related guarantees of the New Notes by the
Guarantors (together with the New Notes, the Securities) to be issued under an Indenture
dated as of June 16, 2009, as supplemented by the First Supplemental Indenture, dated as of August
20, 2009 (together, the Indenture), among the Issuer, the Guarantors and U.S. Bank
National Association, as Trustee (the Trustee). Following the effectiveness of the
Registration Statement, the Registrants intend to issue the Securities to the holders of
$425,000,000 aggregate principal amount of the Issuers 9.50% Senior Notes due 2017 (the Old
Notes) in exchange for such Old Notes and the related guarantees of the Old Notes by the
Guarantors (together with the Old Notes, the Old Securities).
This opinion letter is rendered pursuant to Item 21 of Form S-4 and Item 601 of the
Commissions Regulation S-K.
We have examined (i) the Certificates of Formation, Certificates of Incorporation or other
charter documents of each of the Registrants, (ii) the limited liability company agreements, bylaws
or other organizational documents of each of the Registrants, (iii) records of proceedings of the
Members or Board of Directors of each of the Registrants, or committees thereof, (iv) the Old
Securities, (v) the proposed form of the Securities, (vi) the Form T-1 Statement of Eligibility of
the Trustee filed as an exhibit to the Registration Statement, (vii) the Indenture, (viii) the
Registration Rights Agreement, dated June 16, 2009, among the Issuer, the Guarantors and the
Initial Purchasers listed on
Atlanta Charlotte Dallas Los Angeles New York Research Triangle Silicon Valley Ventura County Washington, D.C.
Graphic Packaging International, Inc.
October
1, 2009
Page 2
a schedule thereto, (ix) the Purchase Agreement, dated June 16, 2009, among the Issuer, the
Guarantors and Banc of America Securities LLC, as representative of the Initial Purchasers listed
on a schedule thereto, (x) the Registration Rights Agreement, dated August 20, 2009, among the
Issuer, the Guarantors and Banc of America Securities LLC, as the Initial Purchaser, (xi) the
Purchase Agreement, dated August 20, 2009, among the Issuer, the Guarantors and Banc of America
Securities LLC, as the Initial Purchaser, and (xii) the Registration Statement. We also have made
such further legal and factual examinations and investigations as we deemed necessary for purposes
of expressing the opinion set forth herein.
As to certain factual matters relevant to this opinion letter, we have relied conclusively
upon originals or copies, certified or otherwise identified to our satisfaction, of such other
records, agreements, documents and instruments, including certificates or comparable documents of
officers of the Registrants and of public officials, as we have deemed appropriate as a basis for
the opinion hereinafter set forth.
In rendering our opinion set forth below, we have assumed, without any independent
verification, (i) the legal capacity of all natural persons, (ii) the genuineness of all
signatures, (iii) the authenticity of all documents submitted to us as originals, (iv) the
conformity to the original documents of all documents submitted to us as conformed, facsimile,
photostatic or electronic copies, (v) that the form of the Securities will conform to that included
in the Indenture, (vi) the due authorization, execution and delivery of the Indenture by the
Trustee under the laws of its jurisdiction of incorporation or organization, (vii) that all parties
(other than the Registrants) to the documents examined by us have full power and authority under
the laws of their respective jurisdictions of incorporation or organization to execute, deliver and
perform their obligations under such documents and under the other documents required or permitted
to be delivered and performed thereunder, and (viii) that the Indenture has been duly qualified
under the Trust Indenture Act of 1939.
Our opinion set forth below is limited to the laws of the State of New York, the laws of the
State of Delaware and the federal laws of the United States of America to the extent referred to
specifically herein, and we do not express any opinion herein concerning any other laws.
The only opinion rendered by us consists of those matters set forth in the eighth paragraph
hereof, and no opinion may be implied or inferred beyond the opinion expressly stated. Our opinion
expressed herein is as of the date hereof, and we undertake no obligation to advise you of any
changes in applicable law or any other matters that may come to our attention after the date hereof
that may affect our opinion expressed herein.
Graphic Packaging International, Inc.
October
1, 2009
Page 3
Based on and subject to the foregoing, it is our opinion that, upon due execution of the
Securities by the Registrants, due authentication thereof by the Trustee in accordance with the
Indenture and issuance and delivery thereof in exchange for the Old
Securities as contemplated by the Registration Statement, the Securities will be validly
issued and will constitute legally binding obligations of the Registrants entitled to the benefits
of the Indenture and enforceable against the Registrants in accordance with their terms subject to
(i) bankruptcy, fraudulent conveyance or fraudulent transfer, insolvency, reorganization,
moratorium, liquidation, conservatorship, and similar laws, and limitations imposed under judicial
decisions related to or affecting creditors rights and remedies generally, (ii) general equitable
principles, regardless of whether the issue of enforceability is considered in a proceeding in
equity or at law, and principles limiting the availability of the remedy of specific performance,
and (iii) concepts of good faith, fair dealing and reasonableness.
We consent to the filing of this opinion letter as an exhibit to the Registration Statement
and to the use of our name under the heading Legal Matters in the prospectus constituting a part
thereof. In giving such consent, we do not thereby admit that we are within the category of
persons whose consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission thereunder.
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Alston & Bird LLP
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By: |
/s/
Justin R. Howard |
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Justin R. Howard |
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A Partner |
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Annex A
Graphic Packaging Holding Company
Graphic Packaging Corporation
Bluegrass Container Canada Holdings, LLC
Bluegrass Flexible Packaging Company, LLC
Bluegrass Labels Company, LLC
Bluegrass Multiwall Bag Company, LLC
Field Container Queretaro (USA), L.L.C.
Handschy Holdings, LLC
Handschy Industries, LLC
Riverdale Industries, LLC