Exhibit 5.2
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February 29, 2016
Iron Mountain Canada Operations ULC
195 Summerlea Road
Brampton, Ontario L6T 4P6
Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts 02109
Ladies and Gentlemen:
RE: Registration Statement on Form S-3
We have acted as counsel to Iron Mountain Canada Operations ULC, a British Columbia unlimited liability company, (the “Company”) in connection with certain matters of British Columbia law arising out of the registration of debt securities of the Company (the “Debt Securities”) pursuant to a registration statement on Form S-3 (such registration statement, the “Registration Statement”) which Registration Statement is to be filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the United States Securities Act of 1933, as amended (the “1933 Act”) on or about the date hereof.
We are qualified to practice law in British Columbia (the “Designated Province”). We have made no investigation of the laws of any jurisdiction other than the Designated Province, the opinions hereinafter expressed are confined to the laws of such Designated Province and the federal laws of Canada applicable in such Designated Province as they exist at the date hereof, and we do not accept any responsibility to take into account or inform the addressees, or any other person authorized to rely on this opinion, of any changes in law, facts or other developments subsequent to this date that do or may affect the opinions we express, nor do we have any obligation to advise you of any other change in any matter addressed in this opinion or to consider whether it would be appropriate for any other person other than the addressees to rely on our opinion.
As counsel to the Company, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the Registration Statement and such other documents, certificates, public and corporate records and other instruments as we have deemed necessary or appropriate for the purposes of this opinion letter. In such examination we have assumed the accuracy of the factual matters set out therein, without independent investigation.
We have also conducted such other investigations and examinations as we have deemed necessary to give the opinions hereinafter expressed, and we have examined such statutes, and considered
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such questions of law, as we have considered relevant and necessary as a basis for the opinions hereinafter set forth.
In examining all documents we have further assumed without independent verification that:
(a) all individuals have the requisite legal capacity;
(b) all signatures are genuine; and
(c) all documents submitted to us as originals are complete and authentic, and all photostatic, certified, conformed, telecopied, facsimile, notarial or other copies conform to the originals.
For the purposes of the opinions expressed herein we have also assumed that the issuance of, and the terms of, the Debt Securities to be issued by the Company from time to time (i) will be authorized and approved by the board of directors of the Company, or a duly authorized committee thereof, in accordance with the Business Corporations Act (British Columbia), the certificate of amalgamation of the Company, the notice of articles of the Company, and the articles of the Company (such authorizations and approvals, the “ULC Procedures”) and (ii) shall not violate any restriction or limitation contained in any law of the province of British Columbia or federal law of Canada applicable therein, the certificate of amalgamation of the Company, the notice of articles of the Company or the articles of the Company.
In expressing the opinion set forth in paragraph 1 insofar as it relates to the Company’s existence, we have relied solely on a Certificate of Good Standing dated February 26, 2016, issued by the Registrar of Companies, Province of British Columbia, Canada in respect of the Company, and we assume that such certificate is still accurate as of the date hereof.
Based and relying upon and subject to the foregoing, we are of the opinion that:
1. The Company is an unlimited liability company validly existing under the Business Corporations Act (British Columbia.
2. The Company has the unlimited liability company power and capacity to issue and sell the Debt Securities.
3. Upon the completion of the ULC Procedures, the issuance of the Debt Securities will be duly authorized by the Company.
The opinions expressed herein are provided solely for the benefit of the addressees in connection with the filing of the Registration Statement and may not be relied upon by other parties or used for any other purpose without our express written consent.
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We hereby consent to the filing of this opinion letter as Exhibit 5.2 to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the prospectus included in the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the 1933 Act or under the rules and regulations of the Commission promulgated thereunder.
| Yours truly, |
| /s/ Blake, Cassels & Graydon LLP |