Exhibit 5
July 20, 2009
Bemis Company, Inc.
One Neenah Center, 4th Floor
P.O. Box 669
Neenah, Wisconsin 54957-0669
Re: | Bemis Company, Inc. |
| Registration Statement on Form S-3ASR |
Dear Sirs:
I am Vice President, General Counsel and Secretary of Bemis Company, Inc., a Missouri corporation (the “Registrant”), and I have represented the Registrant in connection with the Registration Statement on Form S-3 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the offering from time to time, as set forth in the prospectus contained in the Registration Statement (the “Prospectus”), and as to be set forth in one or more supplements to the Prospectus (each such supplement, a “Prospectus Supplement”), of the Registrant’s senior debt securities (the “Senior Debt Securities”), subordinated debt securities (the “Subordinated Debt Securities”), preferred stock (the “Preferred Stock”), depositary shares (the “Depositary Shares”), common stock (the “Common Stock”), and units (the “Units” and together with the Senior Debt Securities, Subordinated Debt Securities, Preferred Stock, Depositary Shares and Common Stock, the “Securities”). The Securities being registered under the Registration Statement will be offered on a continuous or delayed basis pursuant to Rule 415 under the Securities Act.
I or members of my staff have examined the originals or copies certified or otherwise identified to our satisfaction, of such corporate records and documents relating to the Registrant, including resolutions of the Board of Directors of the Registrant (the “Board”) (the “Resolutions”) authorizing the issuance, offering and sale of the Securities, and have made such other inquiries of law and fact as we have deemed necessary or relevant as the basis of my opinion hereinafter expressed. Certain terms of the Securities to be issued by the Registrant from time to time will be approved by the Board of the Registrant or a duly authorized committee thereof or certain authorized officers of the Registrant as part of the corporate action taken and to be taken in connection with issuance of the Securities.
Based on the foregoing, and subject to the qualifications and limitations stated herein, I am of the opinion that:
1. the Senior Debt Securities issued under the indenture dated as of June 15, 1995 between the Registrant and U.S. Bank National Association (formerly known as First Trust National Association), as trustee (the “Trustee”) (the “Senior Debt Indenture”), have been duly authorized and, (i) when the final terms thereof have been duly established and approved and the Senior Debt Securities have been duly executed by the Registrant, in each case pursuant to the authority granted in the Resolutions, (ii) upon the execution and delivery by the Registrant and the Trustee and, if required by the Senior Debt Indenture, a supplement to the Senior Debt Indenture, and (iii) when the Senior Debt Securities have been authenticated by the Trustee and issued in accordance with the terms of the Senior Debt Indenture and delivered to and paid for by the purchasers thereof, the Senior Debt Securities will constitute valid and legally binding obligations of the Registrant entitled to the benefits of the Senior Debt Indenture;
2. the Subordinated Debt Securities to be issued under the indenture dated as of July 10, 2009 between the Registrant and the Trustee (the “Subordinated Debt Indenture”) have been duly authorized and, (i) when the final terms thereof have been duly established and approved and the Subordinated Debt Securities have been duly executed by the Registrant, in each case pursuant to the authority granted in the Resolutions, (ii) upon the execution and delivery by the Registrant and the Trustee and, if required
by the Subordinated Debt Indenture, a supplement to the Subordinated Debt Indenture, and (iii) when the Subordinated Debt Securities have been authenticated by the Trustee and issued in accordance with the terms of the Subordinated Debt Indenture and delivered to and paid for by the purchasers thereof, the Subordinated Debt Securities will constitute valid and legally binding obligations of the Registrant entitled to the benefits of the Subordinated Debt Indenture;
3. the Preferred Stock has been duly authorized and (i) when the final terms thereof have been duly established and approved and the applicable certificate of designation, preferences and rights for the particular series of stock to be issued has been duly filed with the Office of the Missouri Secretary of State, in each case pursuant to the authority granted in the Resolutions, and (ii) when the Preferred Stock has been duly issued in accordance with the terms of the applicable definitive purchase, underwriting or similar agreement approved by the Board or a duly authorized committee of the Board, and delivered to and paid for (in an amount at least equal to the par value) by the purchasers thereof, the Preferred Stock will be validly issued, fully paid and non-assessable;
4. the Depositary Shares have been duly authorized and (i) upon execution and delivery of a deposit agreement by the Registrant and a bank or trust company to be selected by the Registrant (the “Deposit Agreement”), (ii) when the final terms of the particular series of Preferred Stock to be issued in connection therewith have been duly established and approved and the applicable certificate of designation, preferences and rights has been duly filed with the Office of the Missouri Secretary of State, (iii) when the final terms of the Depositary Shares and of their issuance and sale have been duly established in conformity with the terms of the Deposit Agreement, (iv) when applicable Preferred Stock has been duly issued in accordance with the terms of the applicable definitive purchase, underwriting or similar agreement approved by the Board or a duly authorized committee of the Board, and delivered to and paid for by the purchasers thereof, and (v) when receipts evidencing the Depositary Shares are duly issued against the deposit of the applicable series of Preferred Stock in accordance with the Deposit Agreement, the Depositary Shares will constitute valid and legally binding obligations of the Registrant entitled to the benefits of the Deposit Agreement;
5. the Common Stock has been duly authorized and when the Common Stock has been duly issued in accordance with the terms of the applicable definitive purchase, underwriting or similar agreement approved by the Board or a duly authorized committee of the Board, and delivered to and paid for (in an amount at least equal to the par value) by the purchasers thereof, the Common Stock will be validly issued, fully paid and non-assessable; and
6. the Units have been duly authorized and (i) upon execution and delivery of a unit agreement by the Registrant and a bank or trust company (the “Unit Agreement”) and the due issuance of the securities of which the Units are comprised as aforesaid, and (ii) when the Units have been duly issued and delivered to and paid for by the purchasers thereof, the Units will constitute a valid and legally binding obligation of the Registrant entitled to the benefits of the Unit Agreement.
The opinion set forth above is subject to the effects of (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights generally, (b) general equitable principles (whether considered in a proceeding in equity or at law), (c) an implied covenant of good faith and fair dealing, (d) provisions of law that require that a judgment for money damages rendered by a court in the United States be expressed only in United States dollars, (e) limitations by any governmental authority that limit, delay or prohibit the making of payments outside the United States, and (f) generally applicable laws that (i) provide for the enforcement of oral waivers or modifications where a material change of position in reliance thereon has occurred or provide that a course of performance may operate as a waiver, (ii) limit the availability of a remedy under certain circumstances where another remedy has been elected, (iii) limit the enforceability of provisions releasing, exculpating or exempting a party from, or requiring indemnification of a party for, liability for its own action or inaction, to the extent the action or inaction involves gross negligence, recklessness, willful misconduct or unlawful conduct, (iv) may, where less than all of a contract may be unenforceable, limit the enforceability of the balance of the contract to circumstances in which the unenforceable portion is not an essential part of the agreed exchange, (v) may limit the enforceability of provisions providing for compounded interest, imposing increased interest rates or late payment charges upon delinquency in payment or
default or providing for liquidated damages or for premiums upon acceleration, and (vi) limit the waiver of rights under usury laws. I express no opinion as to whether, or the extent to which, the laws of any particular jurisdiction apply to the subject matter hereof, including, without limitation, the enforceability of the governing law provision contained in any Securities and their governing documents.
I am admitted to the practice of law in the states of Minnesota and Wisconsin and do not purport to be an expert in the laws of any jurisdiction other than the states of Minnesota and Wisconsin, the General and Business Corporation Law of Missouri and United States federal law.
I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name under the heading “Validity of the Securities” in the Prospectus without admitting that I am an “expert” within the meaning of the Securities Act, or other rules and regulations of the Commission issued thereunder with respect to any part of the Registration Statement, including this exhibit.
| Very truly yours, |
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| /s/ James J. Seifert |
| James J. Seifert |
| Vice President, General Counsel and Secretary |
