Exhibit 5.1
April 21, 2010
Cascades Inc.
404 Marie-Victoria Blvd.
Kingsey Falls, Quebec,
Canada J0A 1B0
| | Re: | | U.S. $500,000,000 aggregate principal amount of 73/4% Senior
Notes due 2017 and U.S. $250,000,000 aggregate principal
amount of 77/8% Senior Notes due 2020 of Cascades Inc. |
Ladies and Gentlemen:
We have acted as U.S. counsel to Cascades Inc., a Quebec corporation (the “Company”), in connection with the issuance and exchange (the “Exchange Offer”) of up to (i) U.S. $500,000,000 aggregate principal amount of the Company’s 73/4% Senior Notes due 2017 (the “2017 Exchange Notes”) for an equal principal amount of the Company’s 73/4% Senior Notes due 2017 outstanding on the date hereof (the “Original 2017 Notes”), to be issued pursuant to the Indenture, dated as of December 3, 2009 (as amended or supplemented, the “2017 Indenture”), by and among the Company, as issuer, the Company’s subsidiaries listed on Annex A hereto (the “Covered Subsidiary Guarantors”) and Annex B hereto (the “Other Subsidiary Guarantors”) and The Bank of Nova Scotia Trust Company, as trustee (the “Trustee”), and (ii) U.S. $250,000,000 aggregate principal amount of the Company’s 77/8% Senior Notes due 2020 (the “2020 Exchange Notes,” and together with the 2017 Exchange Notes, the “Exchange Notes”) for an equal principal amount of the Company’s 77/8% Senior Notes due 2020 outstanding on the date hereof (and together with the Original 2017 Notes, the “Original Notes”), to be issued pursuant to the Indenture, dated as of December 23, 2009 (as amended or supplemented and together with the 2017 Indenture, the “Indentures”), by and among the Company, as issuer, the Covered Subsidiary Guarantors, the Other Subsidiary Guarantors, (the Other Subsidiary Guarantors and the Covered Subsidiary Guarantors are collectively referred to as the “Subsidiary Guarantors”) and the Trustee. The Original Notes are, and the Exchange Notes will be, guaranteed (each, a “Subsidiary Guarantee”) on a joint and several basis by the Subsidiary Guarantors.
In connection with the opinions expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinions. Based upon the foregoing and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that:
Cascades Inc.
April 21, 2010
Page 2
| | 1. | | when the Registration Statement on Form F-4, (the “Registration Statement”), relating to the Exchange Offer has become effective under the Securities Act of 1933 and the Exchange Notes are executed by the Company, authenticated by the Trustee in accordance with the Indentures and delivered in accordance with the terms of the Exchange Offer in exchange for the Original Notes, the Exchange Notes will constitute valid and binding obligations of the Company, |
| |
| | 2. | | when the Subsidiary Guarantees of the Exchange Notes (the “Exchange Guarantees”) of each Covered Guarantor, are executed by such Covered Guarantors and delivered in accordance with the Exchange Offer in exchange for the Subsidiary Guarantees of the Original Notes (collectively, the “Outstanding Guarantees”) of such Covered Guarantor, the Exchange Guarantees of each Covered Guarantor will constitute valid and binding obligations of such Covered Guarantor, and |
| |
| | 3. | | when the Exchange Guarantees of each Other Guarantor are executed by such Other Guarantors and delivered in accordance with the Exchange Offer in exchange for Outstanding Guarantees of such Other Guarantor, the Exchange Guarantee of each Other Guarantor, will constitute a valid and binding obligation of such Other Guarantor. |
The opinions set forth above are subject to the following limitations, qualifications and assumptions:
For purposes of the opinions expressed herein, we have assumed that the Trustee has authorized, executed and delivered each Indenture and that each Indenture is the valid, binding and enforceable obligation of the Trustee.
For purposes of our opinion set forth in paragraph 3 with respect to the Exchange Guarantees of the Other Guarantors, we have assumed that (a) each Other Guarantor is a corporation or limited liability company existing and in good standing under the laws of its jurisdiction of organization, and has all requisite power and authority, obtained all requisite organizational, third-party and governmental authorizations, consents and approvals and made all filings and registrations required to enable it to execute, deliver and perform its Exchange Guarantee, (b) such execution, delivery and performance did not and will not violate or conflict with any law, rule, regulation, order, decree, judgment, instrument or agreement binding upon or applicable to it or its properties, and (c) the Exchange Guarantee of each Other Guarantor has been duly executed by such Other Guarantor and constitutes a valid and binding obligation of such Other Guarantor under the laws of its jurisdiction of organization.
The opinions expressed herein are limited by (i) bankruptcy, insolvency, reorganization, fraudulent transfer and fraudulent conveyance, voidable preference, moratorium or other similar laws, and related regulations and judicial doctrines from time to time in effect relating to or affecting creditors’ rights and remedies generally, and (ii) general equitable principles and public
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April 21, 2010
Page 3
policy considerations, whether such principles and considerations are considered in a proceeding at law or in equity.
For purposes of our opinions insofar they relate to the Subsidiary Guarantors, we have assumed that the obligations of each of the Subsidiary Guarantors under the Exchange Guarantees are, and would be deemed by a court of competent jurisdiction to be, in furtherance of its corporate purposes, or necessary or convenient to the conduct, promotion or attainment of the business of the respective Subsidiary Guarantor and will benefit the respective Subsidiary Guarantor, directly or indirectly.
The opinions expressed herein are limited to the laws of the State of New York, the laws of the Commonwealth of Pennsylvania and the General Corporation Law of the State of Delaware, including all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws, in each case as currently in effect, and we express no opinion or view as to the effect of any other law of the State of Delaware or the laws of any other jurisdiction on the opinions expressed herein.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to Jones Day under the caption “Legal Matters” in the prospectus constituting a part of the Registration Statement. 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 of 1933 or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Jones Day
ANNEX A
| | | |
| | | State or Other Jurisdiction of |
| Name of Covered Guarantor | | Incorporation or Organization |
| Cascades Auburn Fiber Inc. | | Delaware |
| Cascades Boxboard Group – Connecticut LLC | | Delaware |
| Cascades Boxboard U.S., Inc. | | Delaware |
| Cascades Delaware LLC | | Delaware |
| Cascades Energy Initiative Inc. | | Delaware |
| Cascades Enviropac HPM LLC | | Delaware |
| Cascades Fine Papers Group (USA) Inc. | | New York |
| Cascades Plastics Inc. | | Delaware |
| Cascades SPG Sales Inc. | | Delaware |
| Cascades Tissue Group – Arizona Inc. | | Delaware |
| Cascades Tissue Group – Maryland LLC | | Delaware |
| Cascades Tissue Group – New York Inc. | | Delaware |
| Cascades Tissue Group – Oregon Inc. | | Delaware |
| Cascades Tissue Group – Pennsylvania Inc. | | Delaware |
| Cascades Tissue Group – Sales Inc. | | Delaware |
| Cascades Tissue Group – Tennessee Inc. | | Delaware |
| Cascades Tissue Group – Wisconsin Inc. | | Delaware |
| Cascades USA Inc. | | Delaware |
| Dopaco, Inc. | | Pennsylvania |
| Dopaco Limited Partnership | | Delaware |
| Dopaco Pacific LLC | | Delaware |
| Norampac Delaware LLC | | Delaware |
| Norampac Finance US Inc. | | Delaware |
| Norampac Holding US Inc. | | Delaware |
| Norampac Industries Inc. | | New York |
| Norampac New York City Inc. | | New York |
| Norampac Schenectady Inc. | | New York |
| W.H. Smith Paper Corporation | | New York |
ANNEX B
| | | |
| | | State or Other Jurisdiction of |
| Name of Other Guarantor | | Incorporation or Organization |
| Cascades Canada Inc. | | Canada |
| Cascades Fine Papers Group Inc. | | Canada |
| Cascades Moulded Pulp, Inc. | | North Carolina |
| Cascades Paperboard International Inc. | | Canada |
| Cascades Tissue Group – IFC Disposables Inc. | | Tennessee |
| Cascades Tissue Group – North Carolina Inc. | | North Carolina |
| Cascades Tenderco Inc. | | Canada |
| Cascades Transport Inc. | | Canada |
| Conference Cup Ltd. | | Ontario, Canada |
| Dopaco Canada, Inc. | | Canada |
| Garven Incorporated | | Ontario, Canada |
| Kingsey Falls Investments Inc. | | Canada |
| Norampac Export Sales Corp. | | Nevada |
| Norampac New England Inc. | | Massachusetts |
| 7251637 Canada Inc. | | Canada |
