Exhibit 5.1
212-373-3000
212-757-3990
February 11, 2013
Verso Paper Holdings LLC
Verso Paper Inc.
6775 Lenox Center Court, Suite 400
Memphis, TN 38115-4436
Registration Statement on Form S-4
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-4 (the “Registration Statement”) of Verso Paper Holdings LLC, a Delaware limited liability company (the “Issuer”), Verso Paper Inc., a Delaware corporation (the “Co-Issuer” and, together with the Issuer, the “Issuers”), Verso Quinnesec REP Holding Inc., a Delaware corporation (the “Delaware Corporate Guarantor”), the persons listed on Schedule I hereto (each, a “Delaware LLC Guarantor”) and nexTier Solutions Corporation, a California corporation (the “California Guarantor” and, together with the Delaware Corporate Guarantor and the Delaware LLC Guarantors, the “Guarantors”), filed with
the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Act”), and the rules and regulations thereunder (the “Rules”), you have asked us to furnish our opinion as to the legality of the securities being registered under the Registration Statement. The Registration Statement relates to the registration under the Act of $72,882,000 aggregate principal amount of the Issuers’ 11.75% Senior Secured Notes due 2019 (the “Additional Senior Secured Exchange Notes”) and the guarantees of the Additional Senior Secured Exchange Notes by the Guarantors (the “Guarantees” and, collectively with the Additional Senior Secured Exchange Notes, the “Securities”).
The Securities are to be offered in exchange for the Issuers’ outstanding $72,882,000 aggregate principal amount of unregistered 11.75% Senior Secured Notes due 2019 (the “Initial Notes”) and the guarantees of the Initial Notes by the Guarantors. The Exchange Notes and the Guarantees will be issued by the Issuers and the Guarantors in accordance with the terms of the Indenture, dated as of March 21, 2012, as supplemented by the First Supplemental Indenture dated as of March 29, 2012, and as further amended and supplemented by the Second Supplemental Indenture dated as of January 31, 2013 (as supplemented, the “Indenture”), among the Issuers, the Guarantors and Wilmington Trust, National Association, as trustee.
In connection with the furnishing of this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):
1. the Registration Statement;
2. the Indenture, including the form of the Exchange Notes attached thereto, included as Exhibit 4.1 to the Registration Statement; and
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3. the Registration Rights Agreement, dated as of January 31, 2013, by and among Verso Paper Holdings LLC, Verso Paper Inc., the subsidiaries of Verso Paper Holdings LLC party thereto, and Citigroup Global Markets Inc., in respect of the Additional Senior Secured Exchange Notes and included as Exhibit 4.15 to the Registration Statement.
In addition, we have examined (i) such organizational records of the Issuers and the Guarantors as we have considered appropriate, including, as applicable, a copy of the articles of incorporation, as amended, certificate of formation, as amended, and the limited liability company operating agreement, or by-laws, as amended, of the Issuers and each Guarantor, certified by the Issuers and each Guarantor as in effect on the date of this letter, and copies of resolutions of the board of directors or other governing body, as applicable, of the Issuers and each Guarantor relating to the issuance of the Securities, certified by the Issuers and each Guarantor and (ii) such other certificates, agreements and documents as we deemed relevant and necessary as a basis for the opinions expressed below. We have also relied upon the representations and warranties of the Issuers and the Guarantors made in the Documents as to factual matters and upon certificates of public officials and the officers of the Issuers and the Guarantors.
In our examination of the documents referred to above, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the documents reviewed by us, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as certified, photostatic, reproduced or conformed copies of valid existing agreements or other documents, the authenticity of all the latter documents and that the statements regarding matters of fact in the certificates, records, agreements,
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instruments and documents that we have examined are accurate and complete. We have also assumed, without independent investigation, that (i) the Securities will be issued as described in the Registration Statement and (ii) the Securities will be in substantially the form attached to the Indenture and that any information omitted from such form will be properly added. We have relied, with the Company’s permission, upon the opinion of O’Melveny & Myers LLP, dated as of the date hereof and filed as Exhibit 5.2 to the Registration Statement, as to due authorization, execution and delivery of the Indenture and the Guarantees by the California Guarantor.
Based upon the above, and subject to the stated assumptions, exceptions and qualifications, we are of the opinion that:
1. When duly issued, authenticated and delivered against the surrender and cancellation of the Initial Notes as set forth in the Registration Statement and in accordance with the terms of the Indenture and the Registration Rights Agreement, the Additional Senior Secured Exchange Notes will be valid and legally binding obligations of the Issuers, enforceable against the Issuers in accordance with their terms, except that the enforceability of the Additional Senior Secured Exchange Notes may be subject to bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
2. When the Additional Senior Secured Exchange Notes are duly issued, authenticated and delivered against the surrender and cancellation of the Initial Notes as set forth in the Registration Statement and in accordance with the terms of the Indenture and the Registration Rights Agreement, the Guarantees will be valid and
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legally binding obligations of each of the Guarantors, enforceable against each of the Guarantors in accordance with their terms, except that the enforceability of the Guarantees may be subject to bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).
The opinions expressed above are limited to the laws of the State of New York, the General Corporation Law of the State of Delaware and the Limited Liability Company Act of the State of Delaware. Our opinion is rendered only with respect to the laws, and the rules, regulations and orders under those laws, that are currently in effect.
We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the use of our name under the heading “Legal Matters” contained in the prospectus included in the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required by the Act or the Rules.
Very truly yours,
/s/ Paul, Weiss, Rifkin, Wharton & Garrison LLP
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
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SCHEDULE I
DELAWARE LLC GUARANTORS
| | |
Name | | State of Incorporation /
Organization |
Verso Paper LLC | | Delaware |
Verso Androscoggin LLC | | Delaware |
Verso Bucksport LLC | | Delaware |
Verso Sartell LLC | | Delaware |
Verso Quinnesec LLC | | Delaware |
Verso Maine Energy LLC | | Delaware |
Verso Fiber Farm LLC | | Delaware |
