QuickLinks -- Click here to rapidly navigate through this document
[LETTERHEAD OF KIRKLAND & ELLIS LLP]
| October 12, 2005 |
Molson Coors Brewing Company
1225 17th Street
Denver, Colorado 80202
- Re:
- Molson Coors Brewing Company, Coors Brewing Company, Molson Coors Capital Finance ULC, Coors Distributing Company, Coors International Market Development, L.L.L.P., Coors Global Properties, Inc., Coors Worldwide, Inc., Coors Intercontinental, Inc., Coors Brewing Company International, Inc.
Ladies and Gentlemen:
We are issuing this letter in our capacity as special counsel for and at the request of Molson Coors Capital Finance ULC (the "Issuer"), a Nova Scotia unlimited liability company, Molson Coors Brewing Company, a Delaware corporation ("Molson Coors"), Coors Brewing Company, Coors Distributing Company, Coors International Market Development, L.L.L.P., Coors Worldwide, Inc., Coors Global Properties, Inc., Coors Intercontinental, Inc., and Coors Brewing Company International, Inc. (the "Subsidiary Guarantors," and together with Molson Coors, the "Guarantors" and together with the Issuer, the "Registrants"), in connection with the proposed registration by the Issuer of up to $300,000,000 in aggregate principal amount of the Issuer's 4.85% Senior Notes due 2010 (the "Exchange Notes"), pursuant to a Registration Statement on Form S-4 to be filed with the Securities and Exchange Commission (the "Commission") on or about October 12, 2005, under the Securities Act of 1933, as amended (the "Act") (such Registration Statement, as amended or supplemented, is hereinafter referred to as the "Registration Statement"). The obligations of the Issuer under the Exchange Notes will be guaranteed by the Guarantors (the "Guarantees"). The Exchange Notes and the Guarantees are to be issued pursuant to the Indenture (as supplemented, the "Indenture"), dated as of September 22, 2005, among the Issuer, the Guarantors, and The Canada Trust Company and TD Banknorth, National Association, as co-trustees, as supplemented by Supplemental Indenture No. 1 and No. 2 thereto each dated the date thereof. The Exchange Notes and the Guarantees are to be issued in exchange for and in replacement of the Issuer's outstanding 4.85% Senior Notes due 2010 (the "Old Notes") and the related guarantees from the Guarantors, of which we understand $300,000,000 in aggregate principal amount is outstanding.
In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including (i) the Certificate of Incorporation and By-Laws or Molson Coors, (ii) minutes and records of Molson Coors with respect to the issuance of the Exchange Notes and the Guarantees, (iii) the Registration Statement, and (iv) the Registration Rights Agreement (the "Registration Rights Agreement"), dated as of September 22, 2005, among the Issuer, the Guarantors and J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated.
For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Registrants and the due authorization, execution and delivery of all documents by the parties thereto other than the Registrants.
As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Registrants and others.
Our opinion expressed below is subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors' rights generally, (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), (iii) public policy considerations which may limit the rights of parties to obtain certain remedies, and (iv) any applicable laws except the laws of the State of New York and the General Corporation Law of the State of Delaware.
Based upon and subject to the assumptions, qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that when (i) the Registration Statement becomes effective, (ii) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and (iii) the Exchange Notes have been duly executed and authenticated in accordance with the provisions of the Indenture and duly delivered to the purchasers thereof in exchange for the Old Notes pursuant to the Registration Rights Agreement, the Exchange Notes and the Guarantees will be validly issued by Molson Coors and binding obligations of each of the Registrants.
We hereby consent to the filing of this opinion with the commission as Exhibit 5.1 to the Registration Statement. We also consent to the reference to our firm under the heading "Legal Matters" in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.
This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. We assume no obligation to revise or supplement this opinion should the present laws of the States of New York or Delaware or the federal law of the United States be changed by legislative action, judicial decision or otherwise.
This opinion is furnished to you in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purpose.
| Sincerely, | |
| /s/ KIRKLAND & ELLIS LLP | |
| Kirkland & Ellis LLP |