Exhibit 5.1
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3424
404-881-7000
Fax: 404-881-7777
www.alston.com
September 29, 2010
Graphic Packaging International, Inc.
and the guarantors listed on Annex A
814 Livingston Court
Atlanta, Georgia 30067
|
|
Re: Prospectus Supplement to Shelf Registration Statement on Form S-3 (Registration No.
333-166324) |
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 preparation and filing with the
Securities and Exchange Commission (the Commission) pursuant to Rule 424(b) of the
Securities Act of 1933, as amended (the Securities Act) of a prospectus supplement, dated
September 15, 2010 (the Prospectus Supplement) to the prospectus, dated July 1, 2010 (the
Base Prospectus, and together with the Prospectus Supplement, the Prospectus),
included as part of the above-referenced Registration Statement (the Registration
Statement) relating to the offering and sale of (i) $250,000,000 aggregate principal amount of
the Issuers 7.875% Senior Notes due 2018 (the Notes) and (ii) the related guarantees of
the Notes by the Guarantors (together with the Notes, the Securities) to be issued under
an Indenture dated as of September 29, 2010 (the Indenture), among the Issuer, the
Guarantors and U.S. Bank National Association, as Trustee (the Trustee).
This opinion is being furnished in accordance with the requirements of Item 16 of Form S-3 and
Item 601(b)(5) of Regulation S-K under the Securities Act.
In connection with this opinion, we have examined (i) the Certificates of Incorporation,
Certificates of Formation or other charter documents of each of the Registrants, (ii) the bylaws,
limited liability company agreements, 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 proposed form of the Securities, (iv) the Form T-1 Statement of
Eligibility of the Trustee filed as an exhibit to the Registration Statement, (v) the
Indenture, (vi) the Underwriting Agreement, dated September 15, 2010 (the Underwriting
Agreement), among the Issuer, the Guarantors and Banc of America Securities LLC, as
representative of the Underwriters listed on a schedule thereto, (vii) the form of global
certificate evidencing the Notes, (viii) the Registration Statement; (ix) the Prospectus; and (x)
the documents filed by the Company pursuant to the Securities Exchange Act of 1934, as amended,
Atlanta Charlotte Dallas Los Angeles New York Research Triangle Silicon Valley Ventura County Washington, D.C.
Graphic Packaging International, Inc.
September 29, 2010
Page 2
and incorporated by reference to the Prospectus as of the date hereof. 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 the representations and warranties made in the Underwriting Agreement by the parties thereto
and 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.
Based upon the foregoing, it is our opinion that, assuming due authorization, execution and
delivery of the Indenture by the Trustee, the Indenture is a valid and binding agreement of the
Company, except to the extent that (a) enforceability may be limited by applicable bankruptcy,
insolvency, liquidation, reorganization, moratorium and other laws relating to or affecting the
rights and remedies of creditors generally, and (b) the remedy of specific performance and other
forms of equitable relief may be subject to certain defenses and to the discretion of the court
before which a proceeding may be brought; and upon due execution of the
Notes by the Company, due authentication thereof by the Trustee in accordance with the
Indenture and issuance and delivery thereof against payment therefor as provided in the
Underwriting Agreement, the Notes will be validly issued and will constitute legally binding
obligations of the Company entitled to the benefits of the Indenture, except to the extent that
Graphic Packaging International, Inc.
September 29, 2010
Page 3
(a) enforceability may be limited by applicable bankruptcy, insolvency, liquidation,
reorganization, moratorium and other laws relating to or affecting the rights and remedies of
creditors generally, and (b) the remedy of specific performance and other forms of equitable relief
may be subject to certain defenses and to the discretion of the court before which proceedings may
be brought (regardless of whether enforceability is considered in a proceeding in equity or at
law).
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.
[Signature appears on following page.]
Graphic Packaging International, Inc.
September 29, 2010
Page 4
|
|
|
|
|
|
Alston & Bird LLP
|
|
|
By: |
/s/ Justin R. Howard
|
|
|
|
Justin R. Howard |
|
|
|
A Partner |
|
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.
Graphic Packaging Flexible Holdings, LLC
Handschy Holdings, LLC
Handschy Industries, LLC
Riverdale Industries, LLC