Exhibit 5.2
August 25, 2014
TreeHouse Foods, Inc.
2021 Spring Road, Suite 600
Oak Brook, Illinois 60523
| Re: | Post-Effective Amendment to Form S-3 Registration Statement |
Ladies and Gentleman:
We have acted as special counsel to American Importing Company, Inc., a Minnesota corporation (“American Importing”), in connection with the preparation and filing by TreeHouse Foods, Inc., a Delaware corporation (the “Company”), of the Post-Effective Amendment No. 1, to be filed by the Company on or about the date hereof (the “Amendment”), to the Company’s registration statement on Form S-3 with the Securities and Exchange Commission (the “Commission”) (the “Registration Statement”). We have been informed that the Amendment relates to the offer, issuance and sale from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Act”), as set forth in the Registration Statement, the prospectus contained therein and any supplement to the prospectus, of guarantees that may be issued by American Importing (the “American Importing Guarantees”), of the following securities (collectively, the “Securities”):
| 1) | senior debt securities, in one or more series (the “Senior Debt Securities”), issued under a form of Senior Indenture filed as an exhibit to the Registration Statement (as amended or supplemented, the “Senior Indenture”), by and among the Company, the subsidiary guarantors party thereto and the trustee named in such Senior Indenture; and |
| 2) | subordinated debt securities, in one or more series (the “Subordinated Debt Securities” and, together with the Senior Debt Securities, the “Debt Securities”), under a form of Subordinated Indenture filed as an exhibit to the Registration Statement (as amended or supplemented, the “Subordinated Indenture” and, together with the Senior Indenture, the “Indenture”) to be entered into by and among the Company, the subsidiary guarantors party thereto and the trustee named in such Subordinated Indenture. |
We are members of the Bar of the State of Minnesota, and we have not considered, and do not express any opinion as to, the laws of any jurisdiction other than the Minnesota Business Corporation Act of the State of Minnesota as in effect on the date hereof, and we do not express any opinion as to the effect of any other laws on the opinion stated herein. Without limiting the
generality of the foregoing limitations (and without expanding in any way any of the opinions that are set forth in this letter), we express no opinion regarding the legality, validity, binding effect or enforceability of the Guarantees, any of the other Securities or any other agreement or document.
It is understood that the opinions set forth below are to be used only in connection with the offer, issuance and sale of the Securities while the Registration Statement is in effect. The Registration Statement provides that the Securities may be offered in amounts, at prices and on terms to be set forth in one or more prospectus supplements or free writing prospectuses.
In rendering the opinions set forth below, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of, (i) the certificate of incorporation of American Importing, as in effect on the date hereof, (ii) the amended and restated by-laws of American Importing, as in effect on the date hereof, (iii) the Registration Statement, (iv) the Amendment, and (v) the Senior Indenture. We have also examined originals, or copies certified to our satisfaction, of such corporate records of American Importing and other instruments, certificates of public officials and representatives of American Importing and other documents as we have deemed necessary as a basis for the opinions hereinafter expressed. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us a copies. As to certain facts material to this opinion letter, we have relied without independent verification upon oral and written statements and representations of officers and other representatives of American Importing.
On the basis of the foregoing, we are of the opinion that:
1. American Importing is a corporation validly existing and in good standing under the laws of the State of Minnesota.
2. American Importing has the requisite corporate power under the laws of the State of Minnesota to execute, deliver and perform the American Importing Guarantees.
The opinions expressed herein are subject in all respects to the following additional assumptions, qualifications, limitations, conditions and exclusions:
| 1. | We express no opinion as to any of the Securities other than the American Importing Guarantees. With respect to the American Importing Guarantees, we express no opinion as to enforceability. |
| 2. | In rendering the opinions set forth in Paragraph 1 above, we have relied solely upon a Certificate of Good Standing issued by the Office of the Minnesota Secretary of State. |
| 3. | We have assumed that the terms of the American Importing Guarantees and the other Securities and of their issuance and sale, as applicable, will be duly established in conformity with the Indenture and reflected in appropriate documentation and, if applicable, executed and delivered by each party thereto, so as not to violate, conflict with or constitute or result in a breach under (a) any applicable law or public policy, (b) the organizational documents of the issuer thereof or (c) any agreement or instrument binding upon such issuer, and so as to comply with any requirement or restrictions imposed by any court or governmental body having jurisdiction over such issuer or applicable law or public policy. |
| 4. | With respect to the American Importing Guarantees, we have assumed that American Importing currently is, and at the time of the issuance of the American Importing Guarantees will be, a subsidiary of the Company and will receive adequate and sufficient consideration therefor, and such American Importing Guarantees will constitute valid and legally binding obligations of American Importing enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. |
| 5. | We have assumed that the final form of the American Importing Guarantees and all other documents for the Securities will not have any material differences from those customarily used in transactions of this type. |
This opinion is rendered as of the date hereof, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or any subsequent changes in applicable law that may come to our attention.
This opinion has been prepared solely for your use in connection with the transmitting for filing of the Amendment on the date of this opinion letter and should not be quoted in whole or in part or otherwise be referred to, nor filed with or furnished to any governmental agency or other person or entity, or used, without our prior written consent.
We hereby consent to the filing of a copy of this opinion as an exhibit to the Amendment and to the reference to us as local counsel under the heading “Legal Matters” in the Prospectus. In addition, we consent to Winston & Strawn LLP’s reliance as to matters of Minnesota law upon this opinion letter in connection with the rendering of its opinion of even date herewith concerning the American Importing Guarantees, but only to the extent of the opinions specifically set forth herein. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations thereunder.
| Very truly yours, | ||
| FREDRIKSON & BYRON, P.A. | ||
| By: | /s/ Melodie R. Rose | |
| Its Vice President | ||