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- F-4/A Registration of securities (foreign)
- 3.67 Fifteenth Amendment and Restatement of the Articles of Association
- 3.237 Amended and Restated Operating Agreement of Graham Packaging Minster LLC
- 3.245 Articles of Incorporation of International Tray Pads & Packaging, Inc.
- 3.246 By-laws of International Tray Pads & Packaging, Inc.
- 3.247 Articles of Association of Beverage Packaging Holdings (Luxembourg) V S.a.
- 4.2.19 Nineteenth Supplemental Indenture to the 8.50% Senior Notes
- 4.2.20 Twentieth Supplemental Indenture to the 8.50% Senior Notes
- 4.3.18 Eighteenth Supplemental Indenture to the 7.125% Senior Secured Notes
- 4.3.19 Nineteenth Supplemental Indenture to the 7.125% Senior Secured Notes
- 4.4.18 Eighteenth Supplemental Indenture to the 9.000% Senior Notes
- 4.4.19 Nineteenth Supplemental Indenture to the 9.000% Senior Notes Due 2019 Indenture
- 4.5.16 Sixteenth Supplemental Indenture to the 6.875% Senior Secured Notes
- 4.5.17 Seventeenth Supplemental Indenture to the 6.875% Senior Secured Notes
- 4.6.35 Sixteenth Supplemental Indenture to the 8.250% Senior Notes
- 4.6.36 Seventh Senior Secured Notes Supplemental Indenture to the 7.875% Senior Notes
- 4.6.37 Seventh Senior Notes Supplemental Indenture to the 9.875% Senior Notes
- 4.6.38 Eighth Senior Notes Supplemental Indenture to the 9.875% Senior Notes
- 4.6.39 Fifth Senior Notes Supplemental Indenture to the 9.875% Senior Notes
- 4.6.40 Sixth Senior Notes Supplemental Indenture to the 9.875% Senior Notes
- 4.6.41 5.750% Senior Secured Notes Due 2020 Indenture
- 4.6.42 First Senior Secured Notes Supplemental Indenture to the 5.750% Senior Notes
- 4.6.43 Seventeenth Supplemental Indenture to the 8.250% Senior Notes
- 4.6.44 Eighth Senior Secured Notes Supplemental Indenture to the 7.875% Senior Notes
- 4.6.45 Ninth Senior Notes Supplemental Indenture to the 9.875% Senior Notes
- 4.6.46 Seventh Senior Notes Supplemental Indenture to the 9.875% Senior Notes
- 4.6.47 Second Senior Secured Notes Supplemental Indenture to the 5.750% Senior Secured
- 4.12.15 Registration Rights Agreement to the 5.750% Senior Secured Notes
- 4.12.16 Joinder to the 5.750% Senior Secured Notes
- 4.13.35 Supplement NO.36 to the Collateral Agreement
- 4.13.36 Supplement NO.37 to the Collateral Agreement
- 4.14.5 Joinder to the First Lien Intercreditor Agreement
- 4.15.8 Accession Agreement
- 4.15.9 Acession Deed to the Intercreditor Agreement, Dated November 7, 2012
- 4.15.10 Accession Deed to the Intercreditor Agreement, Dated December 14, 2012
- 4.524 Eighth Amendment to Quota Pledge Agreement
- 4.525 Confirmation Agreement
- 4.526 Account Pledge Agreement, Dated November 7, 2012
- 4.527 Account Pledge Agreement, Dated November 7, 2012
- 4.528 Pledge Agreement Relating to Shares In Sig Euro Holding Ag & Co. KG Aa
- 4.529 Amendment Agreement No. 5
- 4.530 Confirmation and Amendment Agreement, Dated November 7, 2012
- 4.531 Fifth Amendment to Quota Pledge Agreement
- 4.532 Seventh Amendment to Pledge Agreement
- 4.533 Fifth Amendment to Accounts Pledge Agreement
- 4.534 Fifth Amendment to Pledge Agreement Over Inventory
- 4.535 Fifth Amendment to Accounts Pledge Agreement
- 4.536 Seventh Amendment to Pledge Agreement
- 4.537 Fifth Amendment to Quota Pledge Agreement
- 4.538 Account Pledge Agreement
- 4.539 Account Pledge Agreement
- 4.540 Account Pledge Agreement
- 4.541 Account Pledge Agreement
- 4.542 Account Pledge Agreement
- 4.543 Account Pledge Agreement
- 4.544 Account Pledge Agreement
- 4.545 Account Pledge Agreement
- 4.546 Account Pledge Agreement
- 4.547 Account Pledge Agreement
- 4.548 Account Pledge Agreement
- 4.549 Account Pledge Agreement
- 4.550 Account Pledge Agreement
- 4.551 Account Pledge Agreement
- 4.552 Account Pledge Agreement
- 4.553 Account Pledge Agreement
- 4.554 Account Pledge Agreement
- 4.555 Account Pledge Agreement
- 4.556 Non Notarial Share and Interest Pledge Agreement
- 4.557 Notarial Share Pledge Agreement
- 4.558 Non-accessory Security Confirmation and Amendment Agreement
- 4.559 Deed of Confirmation and Amendment Relating to a Debenture
- 4.560 Deed of Confirmation and Amendment Relating to a Share Charge
- 4.561 Deed of Confirmation and Amendment Relating to a Debenture
- 4.562 Deed of Confirmation and Amendment Relating to a Share Charge
- 4.563 Deed of Confirmation and Amendment Relating to a Share Charge
- 4.564 Amendment Agreement No. 6 Relating to a Floating Charge Agreement
- 4.565 Amendment Agreement No. 6 Relating to a Charge
- 4.566 Amendment Agreement No. 6 Relating to a Fixed Charge Agreement
- 4.567 Amendment Agreement No. 6 Relating to a Quota Charge Agreement
- 4.568 Confirmation Agreement In Respect of Luxembourg Security
- 4.569 Confirmation Agreement In Respect of Luxembourg Security
- 4.570 Pledge Over Receivables Agreement
- 4.571 Pledge Over Cpecs Agreement
- 4.572 Acknowledgement Agreement In Respect of a Floating Lien Pledge Agreement
- 4.573 Acknowledgement Agreement In Respect of a Security Trust Agreement
- 4.574 Acknowledgement Agreement In Respect of Equity Interests Pledge Agreement
- 4.575 Confirmation and Amendment Agreement
- 4.576 Deed of Confirmation and Amendment
- 4.577 Deed of Confirmation and Amendment
- 4.578 Deed of Confirmation and Amendment
- 4.579 Deed of Confirmation and Amendment
- 4.580 Deed of Confirmation and Amendment
- 4.581 Deed of Confirmation and Amendment
- 4.582 Deed of Confirmation and Amendment
- 4.583 Deed of Confirmation and Amendment
- 4.584 Deed of Confirmation and Amendment
- 4.585 Deed of Confirmation and Amendment
- 4.586 Deed of Confirmation and Amendment
- 4.587 Deed of Confirmation and Amendment
- 4.588 Deed of Confirmation and Amendment
- 4.589 Deed of Confirmation and Amendment
- 4.590 Deed of Confirmation and Amendment
- 4.591 Deed of Confirmation and Amendment
- 4.592 Deed of Confirmation and Amendment
- 4.593 Deed of Confirmation and Amendment
- 4.594 Deed of Confirmation and Amendment
- 4.595 Deed of Confirmation and Amendment
- 4.596 Deed of Confirmation and Amendment
- 4.597 Security Over Cash Agreement
- 4.598 Pledge Over Shares Agreement
- 4.599 Pledge Over Bank Accounts Agreement
- 4.600 Termination and Release Agreement
- 5.1 Opinion of Debevoise & Plimpton LLP (New York)
- 5.2 Opinion of Richards, Layton & Finger, P.a.
- 5.3 Opinion of Sher Garner Cahill Richter Klein Mcallister and Hilbert L.L.C.
- 5.6 Opinion of Roberts & Stevens, P.a.
- 5.7 Opinion of Corrs Chambers Westgarth
- 5.8 Opinion of Schoenherr Rechtsanwaelte GMBH
- 5.9 Opinion of Levy & Salomao Advogados
- 5.10 Opinion of Harney Westwood & Riegels
- 5.11 Opinion of Blake, Cassels & Graydon LLP
- 5.12 Opinion of Pacheco Coto
- 5.13 Opinion of Carey Olsen LLP
- 5.14 Opinion of Debevoise & Plimpton LLP (Germany)
- 5.15 Opinion of Freshfields Bruckhaus Deringer LLP (Hong Kong)
- 5.16 Opinion of Oppenheim Ugyvedi Iroda
- 5.17 Opinion of Freshfields Bruckhaus Deringer LLP (Japan)
- 5.18 Opinion of Loyens & Loeff, Avocats a La Cour
- 5.19 Opinion of Borda Y Quintana, S.C.
- 5.20 Opinion of Freshfields Bruckhaus Deringer LLP (Netherlands)
- 5.21 Opinion of Bell Gully
- 5.22 Opinion of Pestalozzi Attorneys at Law LTD
- 5.23 Opinion of Weerawong, Chinnavat & Peangpanor LTD.
- 5.24 Opinion of Debevoise & Plimpton LLP (London)
- 5.25 Opinion of Ballard Spahr LLP
- 5.26 Opinion of Blank Rome LLP
- 5.27 Opinion of Vorys, Sater, Seymour and Pease LLP
- 5.28 Opinion of Jones Waldo Holbrook & Mcdonough, PC
- 10.1.78 Amendment No. 7 and Incremental Term Loan Assumption Agreement
- 10.1.80 Guarantor Joinder to the Credit Agreement
- 10.1.81 Guarantor Joinder to the Credit Agreement
- 10.2.90 Supplemental Indenture to the 8% Senior Notes Due 2016 Indenture
- 10.2.91 Supplemental Indenture to the 8% Senior Notes Due 2016 Indenture
- 10.3.90 Supplemental Indenture to the 9.5% Senior Subordinated Notes Due 2017 Indenture
- 10.3.91 Supplemental Indenture to the 9.5% Senior Subordinated Notes Due 2017 Indenture
- 10.5.12 Reaffirmation Agreement, Dated As of September 28, 2012
- 10.5.13 Reaffirmation Agreement, Dated As of November 7, 2012
- 10.135 Agreement of Indemnification Dated November 2, 2012
- 10.140 Deed Poll of Indemnification Dated December 18, 2012
- 12.1 Computation of Ratio of Earnings to Fixed Charges
- 21.1 List of Subsidiaries
- 23.1 Consent of Pricewaterhousecoopers LLP
- 23.2 Consent of Pricewaterhousecoopers Llp/s.r.l./s.e.n.c.r.l
- 23.3 Consent of Ernst & Young LLP
- 23.4 Consent of Deloitte & Touche LLP
- 25.1 Statement of Eligibility
- 99.1 Form of Letter of Transmittal
- 99.2 Form of Letter to Nominee
- 99.3 Form of Letter to Clients
- 99.4 Form of Instructions
EXHIBIT 5.12
[Letterhead of Pacheco Coto]
Registration Statement on Form F-4
San Jose, Costa Rica, December 19, 2012
To: | Reynolds Group Holdings Limited |
Level Nine |
148 Quay Street |
Auckland 1140 New Zealand |
To: | Reynolds Group Issuer Inc. |
c/o National Registered Agents, Inc. |
160 Greentree Drive, Suite 101, |
Dover, Delaware 19904 |
To: | Reynolds Group Issuer LLC |
c/o National Registered Agents, Inc. |
160 Greentree Drive, Suite 101, |
Dover, Delaware 19904 |
To: | Reynolds Group Issuer (Luxembourg) S.A. |
6C Rue Gabriel Lippmann, |
L-5365 Munsbach, Grand Duchy of Luxembourg |
and the Guarantors Listed on Annex A attached hereto
Ladies and Gentlemen:
We have acted as Costa Rican counsel ofCSI CLOSURE SYSTEMS MANUFACTURING DE CENTRO AMERICA, S.R.L., a company duly incorporated under the laws of Costa Rica with corporate identity card number 3-102-226363, hereinafter referred as the “Company” in connection with the documents listed in Annex B.
The opinions expressed herein are limited to the laws of Costa Rica, as currently in effect.
In rendering this opinion, we have examined and relied upon originals, or copies certified to our satisfaction, of the information relating to the Company available at the Public Registry of Costa Rica, Mercantile Section.
Based upon and subject to the foregoing, and subject to the further qualifications and limitations set forth herein, we are of the opinion that:
1. | the Company is duly incorporated, validly existing and in good standing under the laws of Costa Rica and possesses the corporate power and authority to execute, deliver and perform its obligations under the First Supplemental Indenture and the Indenture. The Company has duly authorized, executed and delivered the First Supplemental Indenture; |
2. | the entry into and performance the Transaction Documents listed on Annex B attached hereto do not violate or conflict with (i) the charter or bylaws or (ii) any laws, rules, regulations or orders of Costa Rica; |
3. | no additional authorizations, consents, licenses or approvals are required for the entry into and performance of the Transaction Documents; and, |
4. | no authorization, approval or other action is required to be made or obtained in connection with the execution, delivery and performance under the Transaction Documents. |
We understand that you will rely as to matters of Costa Rican 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 Costa Rican law, as applicable, upon this opinion in connection with an opinion to be rendered by it on the date hereof relating to the Company. In connection with the foregoing, we hereby consent to your and Debevoise’s relying as to matters of Costa Rican 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 the Act or the rules and regulations of the U.S. Securities and Exchange Commission thereunder.
This opinion is given as of the time of the effectiveness and, unless requested to do so, we assume no obligation to up-date or supplement it to reflect any changes in facts, circumstances or laws that may hereafter occur. The opinions set forth above are limited to the laws of Costa Rica, where we are legally qualified and authorized to practice law, and we do not express any opinion herein concerning any other law.
[Signature in the Following Page]
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Sincerely,
PACHECO COTO
/s/ Freddy Fachler
Freddy Fachler
Partner
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Annex A
1. | CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada |
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Annex B
1. | 5.750% Senior Secured Notes due 2020 Indenture, dated as of September 28, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., certain additional note guarantors listed thereto, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, The Bank of New York Mellon, London Branch, as paying agent and Wilmington Trust (London) Limited as additional collateral agent (the “Indenture”); and |
2. | First Senior Secured Notes Supplemental Indenture to the 5.750% Senior Secured Notes due 2020 Indenture, dated as of November 7, 2012, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto, The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited as additional collateral agent (the “First Supplemental Indenture”). |
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