Exhibit 5.1
300 North LaSalle
Chicago, Illinois 60654
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| | 312 862-2000 www.kirkland.com | | Facsimile: 312 862-2200 |
September 7, 2010
CDW LLC
CDW Finance Corporation
and the Guarantors set forth below
200 N. Milwaukee Avenue
Vernon Hills, Illinois 60061
Re: Registration Statement on Form S-4
Ladies and Gentlemen:
We are issuing this opinion letter in our capacity as special legal counsel to CDW LLC, an Illinois limited liability company (“CDW”), CDW Finance Corporation, a Delaware corporation (“CDW Finance” and, together with CDW, the “Issuers”), CDW Direct, LLC, an Illinois limited liability company (“CDW Direct”), CDW Government LLC, an Illinois limited liability company (“CDW Government”), CDW Logistics, Inc., an Illinois corporation (“CDW Logistics”), CDW Corporation, a Delaware corporation (“Holdings” and, together with CDW Direct, CDW Government and CDW Logistics, the “Covered Parties”), and CDW Technologies, Inc., a Wisconsin corporation (“CDW Technologies” and, together with the Covered Parties, the “Guarantors” and each a “Guarantor” and, together with the Covered Parties and the Issuers, the “Registrants”). In this opinion letter, CDW Technologies is also referred to as the “Wisconsin Registrant.” This opinion letter is being delivered in connection with the proposed registration by the Issuers of up to $890,000,000 in aggregate principal amount of the Issuers’ 11.00% Senior Exchange Notes due 2015, Series B (“Senior Exchange Notes”), up to $316,974,000 in aggregate principal amount of the Issuers’ 11.50% / 12.25% Senior PIK Election Exchange Notes due 2015, Series B (“Senior PIK Election Exchange Notes”), and up to $721,500,000 in aggregate principal amount of the Issuers’ 12.535% Senior Subordinated Exchange Notes due 2017, Series B (the “Senior Subordinated Exchange Notes” and, together with the Senior Exchange Notes and Senior PIK Election Exchange Notes, the “Exchange Notes”), pursuant to a Registration Statement on Form S-4 to be filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), on or about September 7, 2010. Such Registration Statement, as it may be subsequently amended, is hereinafter referred to as the “Registration Statement.”
The obligations of the Issuers under the Senior Exchange Notes will be guaranteed by the Guarantors (the “Senior Exchange Note Guarantees”), the obligations of the Issuers under the Senior PIK Election Exchange Notes will be guaranteed by the Guarantors (the “Senior PIK
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CDW Finance Corporation
September 7, 2010
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Election Exchange Note Guarantees”) and the obligations under the Senior Subordinated Exchange Notes will be guaranteed by the Guarantors (the “Senior Subordinated Exchange Note Guarantees” and, together with the Senior Exchange Note Guarantees and the Senior PIK Election Exchange Note Guarantees, the “Guarantees”). The Senior Exchange Notes, the Senior Exchange Note Guarantees, Senior PIK Election Exchange Notes and Senior PIK Election Exchange Note Guarantees are to be issued pursuant to the Senior Exchange Note Indenture dated as of October 10, 2008, as supplemented by the Senior Exchange Note Supplemental Indenture dated as of May 10, 2010 and as further supplemented by the Second Senior Exchange Note Supplemental Indenture dated as of August 23, 2010 (as it may be further amended or supplemented from time to time, the “Senior Indenture”), among the Issuers, the Guarantors party thereto and U.S. Bank National Association, as trustee (the “Trustee”). The Senior Subordinated Exchange Notes and the Senior Subordinated Exchange Note Guarantees are to be issued pursuant to the Senior Subordinated Exchange Note Indenture dated as of October 10, 2008, as supplemented by the Senior Subordinated Exchange Note Supplemental Indenture dated as of May 10, 2010 and as further supplemented by the Second Senior Subordinated Exchange Note Supplemental Indenture dated as of August 23, 2010 (as it may be further amended or supplemented from time to time, the “Subordinated Indenture” and, together with the Senior Indenture, the “Indentures”), among the Issuers, the Guarantors party thereto and the Trustee. The Senior Exchange Notes and Senior Exchange Note Guarantees are to be issued in exchange for and in replacement of the Issuers’ outstanding 11.00% Senior Exchange Notes due 2015 (the “Outstanding Senior Exchange Notes”) and the guarantees thereof, of which $890,000,000 in aggregate principal amount is subject to the exchange offer pursuant to the Registration Statement. The Senior PIK Election Exchange Notes and Senior PIK Election Exchange Note Guarantees are to be issued in exchange for and in replacement of the Issuers’ outstanding 11.50% / 12.25% Senior PIK Election Exchange Notes due 2015 (the “Outstanding Senior PIK Election Exchange Notes”) and the guarantees thereof, of which $316,974,000 in aggregate principal amount is subject to the exchange offer pursuant to the Registration Statement. The Senior Subordinated Exchange Notes and Senior Subordinated Exchange Note Guarantees are to be issued in exchange for and in replacement of the Issuers’ outstanding 12.535% Senior Subordinated Exchange Notes due 2017 (the “Outstanding Senior Subordinated Exchange Notes” and, together with the Outstanding Senior Exchange Notes and the Outstanding Senior PIK Election Exchange Notes, the “Outstanding Notes”) and the guarantees thereof, of which $721,500,000 in aggregate principal amount is subject to the exchange offer pursuant to the Registration Statement.
In connection with issuing this opinion letter, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including (i) the organizational documents of the Issuers and the Guarantors, (ii) resolutions of the Issuers and the Guarantors with respect to the issuance of the Exchange Notes and the Guarantees, (iii) the Indentures, (iv) the Registration Statement, (v) the Senior Registration Rights Agreement, dated as of October 10, 2008, by and among CDW, the Guarantors and the other parties thereto and the (vi) the Senior Subordinated Registration Rights Agreement, dated as of October 10, 2008 by and among CDW, the Guarantors and the other parties thereto.
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CDW Finance Corporation
September 7, 2010
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For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the legal capacity of all natural persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto (other than the Issuers and the Covered Parties), and the due authorization, execution and delivery of all documents by the parties thereto (other than the Issuers and the Covered Parties). We have not independently established or verified any facts relevant to the opinions expressed herein, but have relied upon statements and representations of officers and other representatives of the Registrants and others.
Our opinion expressed below is subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors’ rights generally, (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), (iii) other commonly recognized statutory and judicial constraints on enforceability including statutes of limitations or (iv) public policy considerations that may limit the rights of parties to obtain certain remedies. In addition, we do not express any opinion as to the enforceability of any rights to contribution or indemnification which may be violative of public policy underlying any law, rule or regulation (including federal or state securities law, rule or regulation) or the enforceability of Section 10.01(f) of the Senior Indenture and Section 11.01(g) of the Subordinated Indenture (the so-called “fraudulent conveyance or fraudulent transfer savings clause”) (and any similar provision in any other document or agreement) to the extent such provisions purport to limit the amount of the obligations of any party or the right to contribution of any other party with respect to such obligations.
Based upon and subject to the assumptions, qualifications, exclusions and limitations and the further limitations set forth below, we are of the opinion that when (i) the Registration Statement becomes effective, (ii) the Indentures have been duly qualified under the Trust Indenture Act of 1939, as amended, (iii) the Senior Exchange Notes and the Senior Exchange Note Guarantees have been duly executed and authenticated in accordance with the provisions of the Senior Indenture and duly delivered to the holders thereof in exchange for the Outstanding Senior Exchange Notes, (iv) the Senior PIK Election Exchange Notes and the Senior PIK Election Exchange Note Guarantees have been duly executed and authenticated in accordance with the provisions of the Senior Indenture and duly delivered to the holders thereof in exchange for the Outstanding Senior PIK Election Exchange Notes and (v) the Senior Subordinated Exchange Notes and Senior Subordinated Exchange Note Guarantees have been duly executed and authenticated in accordance with the provisions of the Subordinated Indenture, and duly delivered to the holders thereof in exchange for the Outstanding Senior Subordinated Exchange Notes, the Exchange Notes will be binding obligations of the Issuers and the Guarantees will be binding obligations of the Guarantors.
We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal
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CDW Finance Corporation
September 7, 2010
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Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
Our advice on every legal issue addressed in this letter is based exclusively on the internal law of the State of New York, the General Corporation Law of the State of Illinois, the Limited Liability Company Act of the State of Illinois and the General Corporation Law of the State of Delaware (including the statutory provisions, all applicable provisions of the relevant state constitutions and reported judicial decisions interpreting the foregoing) and represents our opinion as to how that issue would be resolved were it to be considered by the highest court in the jurisdiction which enacted such law. The manner in which any particular issue relating to the opinions would be treated in any actual court case would depend in part on facts and circumstances particular to the case and would also depend on how the court involved chose to exercise the wide discretionary authority generally available to it. For purposes of our opinion that its Guarantees will be binding obligations of the Guarantors, we have, without conducting any research or investigation with respect thereto, relied on the opinion of Foley & Lardner LLP with respect to the Wisconsin Registrant that such Guarantees have been duly authorized, executed and delivered, and do not conflict with, or require consents under, the corporate laws of Wisconsin. We are not licensed to practice in Wisconsin, and we have made no investigation of, and do not express or imply an opinion on, the laws of such states. None of the opinions or other advice contained in this letter considers or covers any foreign or state securities (or “blue sky”) laws or regulations.
This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. We assume no obligation to revise or supplement this opinion after the date of effectiveness of the Registration Statement should the present laws of the States of New York, Illinois or Delaware be changed by legislative action, judicial decision or otherwise.
This opinion is furnished to you in connection with the filing of the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and is not to be used, circulated, quoted or otherwise relied upon for any other purposes.
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Yours very truly, |
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/s/ KIRKLAND & ELLIS LLP |
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KIRKLAND & ELLIS LLP |
