EXHIBIT 5.11
[Letterhead of Blake, Cassels & Graydon LLP]
July 9, 2012
The Addressees Listed on Annex A
Re: Registration Statement of Form F-4
Dear Sirs:
We have acted as Ontario counsel to Evergreen Packaging Canada Limited (“Evergreen Canada”) and Pactiv Canada Inc. (“Pactiv Canada”), a successor by amalgamation under the laws of the Province of Ontario effective January 1, 2012 of Dopaco Canada Inc. (“Dopaco”), Garven Incorporated (“Garven”), Conference Cup Ltd. (“Conference Cup”) and Pactiv Canada Inc. (“Pactiv”) (which itself was a successor by amalgamation under the laws of the Province of Ontario effective July 1, 2011 of Reynolds Food Packaging Canada Inc. (“Reynolds”), Closure Systems International (Canada) Limited (“Closure”), Newspring Canada Inc. (“Newspring”), 798795 Ontario Limited (“798795”) and Pactiv Canada Inc.) in connection with the Documents (as defined below). Evergreen Canada and Pactiv Canada are collectively referred to herein as the “Opinion Parties”.
In such capacity, we participated in the preparation of, and examined originally executed copies, certified copies, photostatic copies, electronically transmitted copies, facsimiles and/or drafts of, each of the following documents (collectively, the “Documents”):
| | (a) | | 9.875% Senior Notes due 2019 Indenture dated as of August 9, 2011 among the Escrow Issuers (as defined therein), The Bank of New York Mellon, as trustee, principal paying agent, registrar and transfer agent, and The Bank of New York Mellon, London Branch, as paying agent (the “Indenture”); |
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| | (b) | | First Senior Notes Supplemental Indenture to the Indenture, dated as of September 8, 2011, among the Issuers (as defined therein), Beverage Packaging Holdings (Luxembourg) I S.A., Dopaco Canada, Closure Canada, Evergreen Canada, Reynolds Canada and certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar (the “First Supplemental Indenture”); and |
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| | (c) | | Seventh Senior Notes Supplemental Indenture to the Indenture, to be entered into by the Issuers (as defined therein), Beverage Packaging Holdings (Luxembourg) I S.A., the guarantors party thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar, a form of which is filed as Exhibit 4.22.2 (the “Supplemental Indenture”). |
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We also:
| | (a) | | examined such statutes, regulations, public records and certificates of government officials including, without limitation: (i) a Certificate of Status issued by the Ontario Ministry of Government Services on July 6, 2012, with respect to Evergreen Canada (the “Evergreen Certificate of Status”), and (ii) a Certificate of Status issued by the Ontario Ministry of Government Services on July 6, 2012, with respect to Pactiv Canada (the “Pactiv Canada Certificate of Status”, and collectively with the Evergreen Certificate of Status, the “Certificates of Status”); |
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| | (b) | | examined those corporate records of each Opinion Party attached to the Officer’s Certificates (as defined below); |
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| | (c) | | made such further examinations, investigations and searches; and |
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| | (d) | | considered such questions of law, |
as we have considered relevant and necessary as a basis for the opinions hereinafter expressed.
We have relied solely and without independent verification upon (i) certificates of an officer of Evergreen Canada dated September 8, 2011 and March 15, 2012 (collectively, the “Evergreen Canada Officer’s Certificate”), and (ii) certificates of an officer of Pactiv Canada dated September 8, 2011 and March 15, 2012 (collectively, the “Pactiv Canada Officer’s Certificate”, and collectively with the Evergreen Canada Officer’s Certificate, the “Officer’s Certificates”), each in the form delivered to you.
The opinions expressed herein relate only to the laws of the Province of Ontario (the “Province”) and the federal laws of Canada applicable therein in effect on the date hereof, and no opinions are expressed as to the laws of any other jurisdiction.
| D. | | Assumptions and Reliances |
For the purposes of the opinions expressed herein, we have assumed:
| | (a) | | the genuineness of all signatures of all parties and the legal capacity of all individuals signing any documents; |
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| | (b) | | the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as certified or photostatic or electronically transmitted copies or facsimiles thereof and the authenticity of the originals of such certified, photostatic or electronically transmitted copies or facsimiles; |
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| | (c) | | the accuracy, currency and completeness of the indices and filing systems maintained by the public offices and registries where we have searched or enquired or have caused searches or enquiries to be made and of the information and advice provided to us by appropriate government, regulatory or other like officials with respect to those matters referred to herein; and |
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| | (d) | | that each paragraph of each Officer’s Certificate is and remains complete and accurate in all respects, and is not misleading. |
For greater certainty, a specific assumption, limitation or qualification in this opinion is not to be interpreted to restrict the generality of an assumption, limitation or qualification expressed in general terms that includes the subject matter of the specific assumption, limitation or qualification.
Based on and subject to the foregoing, we are of the opinion that:
| 1. | | Relying on the Certificates of Status and the Officer’s Certificates, each Opinion Party is a subsisting corporation under the laws of the Province. |
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| 2. | | Each Opinion Party possesses the corporate power and capacity to execute and deliver the Supplemental Indenture and to perform its obligations thereunder. Each Opinion Party possessed the corporate power and capacity to execute and deliver the First Supplemental Indenture and to perform its obligations thereunder. |
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| 3. | | Each Opinion Party had taken all necessary corporate action to authorize the execution and delivery of the First Supplemental Indenture and the Supplemental Indenture, and the performance of its obligations thereunder. |
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| 4. | | The execution and delivery by each Opinion Party of the Supplemental Indenture, and the performance of its obligations thereunder, will not, and on the date of the First Supplemental Indenture the execution and delivery by each Opinion Party of the First Supplemental Indenture, and the performance of its obligations thereunder did not: |
| | (a) | | violate, result in a breach of, or constitute a default under (i) any of the constating documents or by-laws of such Opinion Party which are attached to the Officer’s Certificates or (ii) any statute or regulation of the Province or any federal statute or regulation of Canada applicable therein which is applicable to such Opinion Party; or |
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| | (b) | | require such Opinion Party to effect or obtain any filing, registration or recording with, consent, authorization, or approval of, or notice or other action to, with or by, any governmental authority or regulatory body in the Province under the laws of the Province or the federal laws of Canada applicable therein. |
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We understand that you will rely as to matters of Ontario law, as applicable, upon this opinion in connection with the matters set forth herein. In addition, we understand that Debevoise & Plimpton LLP (“Debevoise”) will rely as to matters of Ontario law, as applicable, upon this opinion in connection with an opinion to be rendered by it on or about the date hereof relating to the Opinion Parties. In connection with the foregoing, we hereby consent to your and Debevoise’s relying as to matters of Ontario law, as applicable, upon this opinion.
We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the heading “Validity of the Securities” in the Prospectus. In giving such consent, we do not hereby concede that we are within the category of persons whose consent is required under Section 7 of theSecurities Act of 1933or the rules and regulations of the U.S. Securities and Exchange Commission thereunder.
Yours truly,
/s/ Blake, Cassels & Graydon LLP
Blake, Cassels & Graydon LLP
Annex A
Addressees
Reynolds Group Holdings Limited
Level Nine
148 Quay Street
Auckland 1140 New Zealand
Reynolds Group Issuer Inc.
c/o National Registered Agents, Inc.
160 Greentree Drive, Suite 101
Dover, Delaware 19904
Reynolds Group Issuer LLC
c/o National Registered Agents, Inc.
160 Greentree Drive, Suite 101
Dover, Delaware 19904
Reynolds Group Issuer (Luxembourg) S.A.
6C Rue Gabriel Lippmann
L-5365 Munsbach, Grand Duchy of Luxembourg
Evergreen Packaging Canada Limited
Pactiv Canada Inc.
