Exhibit 5.b
Vorys, Sater, Seymour and Pease LLP
52 East Gay Street — Post Office Box 1008 — Columbus, Ohio 43216-1008 — Telephone (614) 464-6400 — Facsimile (614) 464-6350
Arthur I. Vorys 1856-1933 Lowry F. Sater 1867-1935 Augustus T. Seymour 1873-1926 Edward L. Pease 1873-1924 | In Washington 1828 L Street, NW Suite 1111 Washington, DC 20036-5109
Telephone (202) 467-8800 Facsimile (202) 467-8900 | In Cleveland 2100 One Cleveland Center 1375 East Ninth Street Cleveland, Ohio 44114-1724
Telephone (216) 479-6100 Facsimile (216) 479-6060 | In Cincinnati 221 East Fourth Street Atrium II — Suite 2000 Post Office Box 0236 Cincinnati, Ohio 45201-0236
Telephone (513) 723-4000 Facsimile (513) 723-4056 | In Alexandria 277 South Washington Street Suite 310 Alexandria, Virginia 22314-3646
Telephone (703) 837-6999 Facsimile (703) 549-4492 | In Akron 106 South Main Street Suite 1100 Akron, Ohio 44308-1417
Telephone (330) 208-1000 Facsimile (330) 208-1001 |
August 24, 2011
Central States Can Co. of Puerto Rico, Inc.
c/o Crown Holdings, Inc.
One Crown Way
Philadelphia, PA 19154
Dechert LLP
Cira Centre
2929 Arch Street
Philadelphia, PA 19103
| Re: | Form S-4 Registration Statement (Reg. No. 333- ) |
Ladies and Gentlemen:
We have acted as special counsel to Central States Can Co. of Puerto Rico, Inc., an Ohio corporation (the “Company”), in connection with the Registration Statement on Form S-4 (Registration No. 333- ) filed by Crown Holdings, Inc. (“Parent”), Crown Americas LLC (“Crown Americas”), Crown Americas Capital Corp. III (“Capital Corp.” and, together with Crown Americas, the “Issuers”) and the other registrants, including the Company and the other guarantors named therein (the “Guarantors”) on the date hereof, with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the Trust Indenture Act of 1939, as amended (the “Registration Statement”). Upon effectiveness of the Registration Statement, the Issuers and Guarantors propose to offer to exchange (the “Exchange Offer”) an aggregate principal amount of up to $700,000,000 of the Issuers’ 6 1/4% Senior Notes due 2021 (collectively, the “New Notes”) and the guarantees thereof by the Guarantors (the “New Guarantees”), registered under the Securities Act for an equal aggregate principal amount of the Issuers outstanding 6 1/4% Notes due 2021 and the guarantees thereof by the Guarantors. The Exchange Offer will be made pursuant to the Registration Rights Agreement, dated January 31, 2011 (the “Registration Rights Agreement”), by and among the Issuers, the Guarantors, and Deutsche Bank Securities, Inc. as representative of the several initial purchasers named therein, which Registration Rights Agreement is incorporated by reference as Exhibit 4.oo to the Registration Statement. The New Notes and the New Guarantees are to be issued pursuant to the terms of the Indenture, dated January 31, 2011 (the “Indenture”), by and among the Issuers, the Guarantors and Bank of New York Mellon Trust Company, N.A., as trustee, which Indenture is incorporated by reference as Exhibit 4.pp to the Registration Statement. The forms of the New Notes and the New Guarantees to be issued are included in Exhibit 4.pp. to the Registration Statement.
Vorys, Sater, Seymour and Pease LLP
Central States Can Co. of Puerto Rico, Inc.
August 24, 2011
Page 2
In rendering the opinions hereinafter set forth, we have examined, in our capacity as special counsel in the State of Ohio to the Company, and for purposes of rendering this opinion, copies of:
| (i) | the form of the New Guarantee to be issued by the Company; |
| (ii) | the Indenture; |
| (iii) | the Registration Rights Agreement; and |
| (iv) | the certificates of an officer of the Company dated January 31, 2011 and August 24, 2011 (together, the “Officer’s Certificates”). |
(The documents listed in subparagraphs (i), (ii) and (iii) above being referred to herein collectively as the “Documents”).
In addition, we have examined (a) a Certificate of Good Standing with respect to the Company issued by the Secretary of State of Ohio, dated as of August 16, 2011 (the “Good Standing Certificate”), (b) the Articles of Incorporation of the Company certified by the Secretary of State of Ohio on August 16, 2011, (c) a copy of the Code of Regulations of the Company, certified to us in the Officer’s Certificates as being complete and in full force and effect as of the dates provided in the Officer’s Certificates, (d) a copy of the resolutions adopted by the Board of Directors of the Company and dated as of January 31, 2011, certified to us in the Officer’s Certificates as being complete and in full force and effect as of the dates provided in the Officer’s Certificates, and (e) such other certificates, documents, instruments, laws, statutes, regulations and other matters as we have deemed necessary or advisable in order to render the following opinion.
In rendering this opinion, we have, with your permission, assumed the authenticity of all records, documents, agreements, certificates and instruments examined by us, the correctness of the information contained in all records, documents, agreements, certificates and instruments examined by us, the genuineness of all signatures, the authority of all persons entering and maintaining records or executing documents, agreements, certificates and instruments (other than persons executing documents, agreements, certificates and instruments on behalf of the Company), and the conformity to authentic originals of all items submitted to us as copies (whether certified, conformed, photostatic or by other electronic means) of records, documents, agreements, certificates or instruments.
We have relied solely upon the examinations and inquiries recited herein and, except for the examinations and inquiries recited herein, we have not undertaken any independent investigation. As to all matters of fact which are material to our opinion, we have relied, without any independent due diligence or other investigation, upon the truth and accuracy of
Vorys, Sater, Seymour and Pease LLP
Central States Can Co. of Puerto Rico, Inc.
August 24, 2011
Page 3
the representations, warranties and recitals of fact (as opposed to conclusions of law) made or set forth in the Documents and in the Officer’s Certificates, but we have no knowledge that any such statements are inaccurate or incomplete.
As used in the opinion with respect to the Company, the phrases “corporate power and authority” and “duly authorized” refer and are limited to the Ohio General Corporation Law (R.C. Chapter 1701) and judicial interpretations thereof and to the Articles of Incorporation and Code of Regulations of the Company and the resolutions adopted by the Board of Directors of the Company referred to hereinabove.
Based upon and subject to the foregoing and the further qualifications and limitations set forth below, as of the date hereof, and to the extent that the law of the State of Ohio applies, we are of the opinion that:
(1) Based solely on the Good Standing Certificate, the Company is a corporation validly existing and in good standing under the laws of the State of Ohio, the jurisdiction of its incorporation. The Company has the corporate power and authority to execute, deliver and perform its obligations under the Indenture and the New Guarantee.
(2) The execution and delivery by the Company of the Indenture and the New Guarantee, and the performance by the Company of its obligations thereunder, have been duly authorized by the Company.
The opinions set forth above are subject to the following qualifications and limitations:
In issuing this opinion letter, we have acted only as members of the bar of the State of Ohio. We express no opinion as to matters under or involving any laws other than the laws of the State of Ohio or applicable federal law. We have made no investigation or review of any laws, rules, regulations, judgments, degrees, franchises, certificates, or the like, other than the laws, rules and regulations of the State of Ohio relating to the Company. This opinion speaks as of its date and is strictly limited to the matters stated herein. This opinion is given to you solely for use in connection with the filing of the Registration Statement and may not be relied upon for any other purpose.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the prospectus contained therein under the caption “Legal Matters.” In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated thereunder.
We assume no obligation to update or supplement this opinion in response to subsequent changes in the law or future events affecting the transactions contemplated by the Documents.
Vorys, Sater, Seymour and Pease LLP
Central States Can Co. of Puerto Rico, Inc.
August 24, 2011
Page 4
Except in connection with the Registration Statement as aforesaid, no portion of this opinion may be quoted or incorporated by any person or, except as expressly stated above with respect to the prospectus contained in the Registration Statement, in any offering statement or memorandum or prospectus, without our prior written consent.
Very truly yours,
/s/ VORYS, SATER, SEYMOUR AND PEASE LLP