Exhibit 5.1
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Latham & Watkins
22 July 2004
Buhrmann US Inc.
1 Environmental Way
Broomfield, CO 80021
USA
Buhrmann NV
Hoogoorddreef 62
1101 BE Amsterdam
The Netherlands
Re: Registration Statement on Form F-4 Relating to $150,000,000 Aggregate Principal Amount of 8¼ % Senior Subordinated Notes due 2014
Ladies and Gentlemen:
In connection with the registration by Buhrmann US Inc., a Delaware corporation (the “Company”), and by each other co-registrant set forth on Schedule A, under the Securities Act of 1933, as amended (the “Act”), on Form F-4 filed with the Securities and Exchange Commission (the “Commission”) on July 22, 2004 (the “Registration Statement”), of $150,000,000 aggregate principal amount of 8¼ % Senior Subordinated Notes due 2014 (the “Securities”), and the guarantees of the Securities (the “Guarantees”) by each of the entities listed on Schedule A hereto (the “Guarantors”), to be issued pursuant to an indenture dated as of July 1, 2004 (the “Indenture”) by and among the Company, each of the Guarantors and The Bank of New York, as Trustee (the “Trustee”), you have requested our opinion set forth below.
The Securities and the Guarantees will be issued in exchange for the Company’s outstanding 8¼ % Senior Subordinated Notes due 2014 on the terms set forth in the prospectus contained in the Registration Statement and the Letter of Transmittal filed as an exhibit thereto. The Indenture, the Securities and the Guarantees are referred to herein collectively as the “Operative Documents.”
In our capacity as your special U.S. counsel in connection with such registration, we are familiar with the proceedings taken by the Company and each of the Guarantors incorporated or organized, as applicable, in the State of Delaware (the “Covered Guarantors”) in connection with the authorization and issuance of the Securities and the Guarantees, respectively. In addition, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter.
We are opining herein as to the effect on the subject transaction only of the internal laws of the State of New York, the Delaware Revised Uniform Partnership Act and the General Corporation Law of the State of Delaware. Various matters concerning the laws of:
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The Netherlands are addressed in the opinion of Heidi van der Kooij, General Counsel and Company Secretary to Buhrmann N.V.; Belgium are addressed in the opinion of Allen & Overy LLP Belgium; Luxembourg are addressed in the opinion of Allen & Overy Luxembourg; and the states of Illinois, Nebraska, Missouri, Colorado and Kansas are addressed in the opinion of Thomas Cullen, General Counsel to Corporate Express, Inc. We express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of the State of Delaware, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state.
Subject to the foregoing and the other matters set forth herein, it is our opinion that as of the date hereof:
(1) The Securities have been duly authorized by all necessary corporate action of the Company, and when executed, issued, authenticated and delivered by or on behalf of the Company against the due tender and delivery to the Trustee of the Company’s outstanding 8¼ % Senior Subordinated Notes due 2014 in the manner contemplated by the Registration Statement and in accordance with the terms of the Indenture, will be the legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.
(2) The notation of Guarantees of each of the Covered Guarantors to be endorsed on the Securities have been duly authorized by all necessary corporate or partnership action, as applicable, of each of the Covered Guarantors and, when executed and delivered in accordance with the terms of the Indenture (assuming the due execution, issue and authentication of the Securities in accordance with the terms of the Indenture and delivery thereof in the manner contemplated by the Registration Statement), will be the legally valid and binding obligations of each of the Covered Guarantors, enforceable against the Covered Guarantors in accordance with their terms.
(3) Assuming the due authorization, execution and delivery of the notation of Guarantees of each of the Dutch Guarantors, the Belgian Guarantor, the Luxembourg Guarantor, and the Additional Guarantors (in each case, defined as those entities set forth under such headings in Schedule A), under the laws of their respective jurisdictions, when executed and delivered in accordance with the terms of the Indenture (assuming the due execution, issue and authentication of the Securities in accordance with the terms of the Indenture and delivery in the manner contemplated by the Registration Statement), the notations of Guarantee will be the legally valid and binding obligations of such Guarantors, enforceable against such Guarantors in accordance with their terms.
The opinions rendered in paragraphs (1), (2) and (3) relating to the enforceability of the Securities and the Guarantees, respectively, are subject to the following exceptions, limitations and qualifications: (i) the effect of bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors, or the judicial application of foreign laws or governmental actions affecting creditors rights; (ii) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing, and the discretion of the court before which any
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proceeding therefor may be brought; (iii) the unenforceability under certain circumstances under law or court decisions of provisions for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy; (iv) we express no opinion concerning the enforceability of the waiver of rights or defenses contained in Section 4.08 of the Indenture; (v) the unenforceability of any provision requiring the payment of attorneys’ fees, where such payment is contrary to law or public policy; (vi) we express no opinion with respect to whether acceleration of the Securities may affect the collectibility of that portion of the stated principal amount thereof which might be determined to constitute unearned interest thereon; and (vii) we express no opinion as to the enforceability of any provision to the extent it requires any party to indemnify any other person against loss in obtaining the currency due following a court judgment rendered in another currency.
With your consent, we have assumed for purposes of this opinion that: (i) each of the parties to the Operative Documents (other than the Company and the Covered Guarantors) (a) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (b) has the requisite power and authority to execute and deliver and to perform its obligations under each of the Operative Documents to which it is a party, and (c) has duly authorized, executed and delivered each such Operative Document; and (ii) with respect to each of the parties to the Operative Documents (other than those excepted above and the Guarantors), each Operative Document to which it is a party constitutes its legally valid and binding agreement, enforceable against it in accordance with its terms; and (iii) the Trustee is in compliance, generally and with respect to acting as trustee under the Indenture, with all applicable laws and regulations. We express no opinion as to any state or federal laws or regulations applicable to the subject transaction because of the nature or extent of the business of any parties to the Operative Documents.
We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained under the heading “Legal Matters” in the prospectus contained therein.
Very truly yours,
/s/ Latham & Watkins
The principal place of business of this partnership is the address set forth above where a list of partners' names may be inspected. This partnership is regulated by the Law Society. Also listed above are the offices of partnerships affiliated with this partnership.
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Schedule A
SCHEDULE OF CO-REGISTRANTS AND GUARANTORS
Dutch Guarantors:
| | Name | | Jurisdiction | |
| | | | | |
1. | | Buhrmann N.V. | | The Netherlands | |
2. | | Buhrmann Financieringen B.V. | | The Netherlands | |
3. | | Buhrmann Fined B.V. | | The Netherlands | |
4. | | Buhrmann II B.V. | | The Netherlands | |
5. | | Buhrmann International B.V. | | The Netherlands | |
6. | | Buhrmann Nederland B.V. | | The Netherlands | |
7. | | Buhrmann Nederland Holding B.V. | | The Netherlands | |
8. | | Tetterode-Nederland B.V. | | The Netherlands | |
9. | | Veenman B.V. | | The Netherlands | |
10. | | Buhrmann Office Products Nederland B.V. | | The Netherlands | |
Belgian Guarantor:
| | Name | | Jurisdiction | |
| | | | | |
1. | | Buhrmann Europcenter N.V. | | Belgium | |
Luxembourg Guarantor:
| | Name | | Jurisdiction | |
| | | | | |
1. | | Buhrmann Luxembourg, Sarl | | Luxembourg | |
Additional Guarantors:
| | Name | | Jurisdiction | |
| | | | | |
1. | | ASAP Software Express, Inc. | | Illinois | |
2. | | Corporate Express, Inc | | Colorado | |
3. | | Corporate Express Document & Print Management, Inc. | | Nebraska | |
4. | | Corporate Express Promotional Marketing, Inc. | | Missouri | |
5. | | Moore Labels, Inc. | | Kansas | |
Covered Guarantors:
| | Name | | Jurisdiction | |
| | | | | |
1. | | BTOP USA Corp. | | Delaware | |
2. | | BTOPI Holding (U.S.) | | Delaware | |
3. | | Buhrmann Swaps, Inc. | | Delaware | |
4. | | Corporate Express Office Products, Inc. | | Delaware | |
5. | | CE Philadelphia Real Estate, Inc. | | Delaware | |
6. | | Corporate Express Real Estate, Inc. | | Delaware | |
7. | | Corporate Express of Texas, Inc. | | Delaware | |
8. | | License Technologies Group, Inc. | | Delaware | |
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