Exhibit 5.4
[K&L Gates LLP Letterhead]
April , 2011
Sears Holdings Corporation
3333 Beverly Road
Hoffman Estates, IL 60179
| Re: | Sears Home Improvement Products, Inc. – |
Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as special Pennsylvania counsel to Sears Home Improvement Products, Inc., a Pennsylvania corporation (the “Specified Entity”), in connection with the guaranty by the Specified Entity of the Exchange Notes (as defined below). The Specified Entity is one of several guarantors (such guarantors, including the Specified Entity, are hereinafter collectively referred to as the “Subsidiary Guarantors”) described in the registration statement on Form S-4, as amended (the “Registration Statement”), relating to the proposed issuance and exchange (the “Exchange Offer”) of up to $1,000,000,000 aggregate principal amount of the outstanding 6 5/8% senior secured notes due 2018 (the “Old Notes”) of Sears Holdings Corporation, a Delaware corporation (the “Parent”) and the related guarantees for (i) an equal principal amount of 6 5/8% senior secured notes due 2018 (the “Exchange Notes”) of Parent and (ii) the related guarantees of the Subsidiary Guarantors pursuant to the Indenture (as defined below), in each case registered under the Securities Act. We understand that the Exchange Notes will represent the same debt as the Old Notes and the Parent will issue the Exchange Notes under the same Indenture, dated as of October 12, 2010 by and among Parent, the Subsidiary Guarantors party thereto, and Wells Fargo Bank, National Association, as trustee and collateral agent (the “Trustee”) (as supplemented by the First Supplemental Indenture, dated April 5, 2011 (the “Supplemental Indenture”), by and among Parent, the Subsidiary Guarantors, Private Brands, Ltd. and the Trustee, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Indenture. This opinion letter has been prepared and should be understood in accordance with theLegal Opinion Principles, 53 Bus. Law. 831 (1998) (the “ABA Report”), and Third Party “Closing” Opinions: A Report of the TriBar Opinion Committee, 53 Bus. Law. 592 (1998). This opinion letter is being delivered with the consent of the Specified Entity.
In connection with rendering the opinions referred to below, we have examined the following documents:
Sears Holdings Corporation
April , 2011
Page 2
| 1. | executed copy of the Indenture; |
| 2. | executed copy of the Supplemental Indenture; |
| 3. | Registration Rights Agreement dated as of October 12, 2010, by and among Parent, the Subsidiary Guarantors party thereto, and Banc of America Securities LLC; and |
| 4. | executed copy of the Notation of Guaranty with respect to the Exchange Notes. |
The documents described above in numbered paragraphs 1 through 4 inclusive above are referred to herein collectively as the “Transaction Documents.”
We have also examined the Specified Entity’s Articles of Incorporation and By-laws (collectively, the “Organizational Documents”).
We also have examined and relied on certificates of public officials and, as to certain matters of fact that are material to our opinions, we have also examined and relied on a certificate of an officer of the Specified Entity (the “Fact Certificate”). A copy of the Fact Certificate is attached to this opinion letter.
For the purposes of this opinion letter we have assumed that:
| (a) | each document submitted to us is accurate and complete, each such document that is an original is authentic, all signatures on each such document are genuine, each individual executing any such document has the legal competence to do so, and each such document that is a copy or facsimile conforms to an authentic original; |
| (b) | each certificate or other document issued by a public authority is accurate, complete and authentic as of the date of this opinion letter, and all official public records (including their proper indexing and filing) are accurate and complete; and |
| (c) | no changes in the facts certified in the Fact Certificate have occurred or will occur after the date of the Fact Certificate. |
We have also made the assumptions that are customary in opinion letters of this kind. We have not verified any of the foregoing assumptions.
Sears Holdings Corporation
April , 2011
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The opinions expressed in this opinion letter are limited to the law of the Commonwealth of Pennsylvania. We are not opining on federal law or the law of any county, municipality or other political subdivision or local governmental agency or authority. Except as expressly set forth in this opinion letter, we are not opining on specialized laws that are not customarily covered in opinion letters of this kind, such as tax, antitrust, pension, employee benefit, environmental, insurance, labor, health and safety, commodities and securities laws.
Based on the foregoing, and subject to the foregoing and the additional qualifications and other matters set forth below, it is our opinion that:
1. The Specified Entity is a corporation duly organized and subsisting under the laws of the Commonwealth of Pennsylvania.
2. The Specified Entity has the corporate power to guarantee the Exchange Notes pursuant to the terms of the Indenture and to execute and deliver the Transaction Documents to which it is a party and perform its obligations thereunder.
3. The Specified Entity has, by all necessary corporate action, duly authorized the guarantee of the Exchange Notes pursuant to the terms of the Indenture and the execution, delivery and performance of the Transaction Documents to which it is a party.
4. The Specified Entity has executed and delivered the Transaction Documents to which it is a party.
We are furnishing this opinion letter solely in connection with the Registration Statement. The foregoing opinions are rendered as of the date of this opinion letter, except as otherwise indicated. We assume no obligation to update or supplement any of our opinions to reflect any changes of law or fact that may occur after the date hereof.
We hereby consent to the reliance by Wachtell, Lipton, Rosen & Katz on the opinions expressed herein. Additionally, we hereby consent to the filing of copies of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement and to the use of our name in the prospectus forming a part of the Registration Statement under the caption “Legal Matters”, but in giving this consent we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, and the rules and regulations thereunder.
Yours truly,
Sears Holdings Corporation
April , 2011
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Attachment: Fact Certificate