August 7, 1997
Riddell Sports Inc.
919 Third Avenue
New York, New York 10022
Re: Exchange Offer for $115,000,000
10 1/2% Senior Notes Due 2007 of
Riddell Sports Inc. -- Registration
Statement on Form S-4
Ladies and Gentlemen:
We have acted as special counsel to Riddell Sports Inc., a Delaware
corporation (the "Company"), in connection with the public offering of
$115,000,000 aggregate principal amount of the Company's 10 1/2% Senior Notes
Due 2007 (the "Notes"), which are to be guaranteed on a senior unsecured basis
pursuant to guarantees (the "Guarantees" and, together with the Notes, the
"Securities") by each of All American Sports Corporation, a Delaware corporation
("All American"), Equilink Licensing Corporation, a Delaware corporation
("Equilink"), Proacq Corp., a Delaware corporation ("Proacq"), RHC Licensing
Corporation, a Delaware corporation ("RHC"), Ridmark Corporation, a Delaware
corporation (collectively with All American, Equilink, Proacq and RHC, the
"Delaware Subsidiaries"), Riddell, Inc., an Illinois corporation ("Riddell,
Inc."), International Logos, Inc., a Tennessee corporation ("Logos"), Varsity/
Intropa Tours, Inc., a Tennessee corporation ("Intropa"), Varsity Spirit
Corporation, a Tennessee corporation ("Varsity"), Varsity USA, Inc., a Tennessee
corporation (collectively, with Logos, Intropa and Varsity, the "Tennessee
Subsidiaries"), and
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August 7, 1997
Page 2
Varsity Spirit Fashions and Supplies Inc., a Minnesota corporation ("Fashions"
and collectively with the Delaware Subsidiaries, Riddell Inc. and the Tennessee
Subsidiaries, the "Guarantors"). The Notes are to be issued pursuant to an
exchange offer (the "Exchange Offer") in exchange for a like principal amount of
the issued and outstanding 10 1/2% Senior Notes Due 2007 of the Company (the
"Old Senior Notes"), and are to be governed by an Indenture dated as of June 19,
1997 (the "Indenture"), by and among the Company, the Guarantors, Cheer
Acquisition Corp., a Tennessee corporation subsequently merged into Varsity
("Cheer"), and Marine Midland Bank, as Trustee (the "Trustee").
This opinion is being furnished in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the
"Act").
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Registration
Statement on Form S-4 (File No. 333-31525 and Nos. 333-31525-01 to 12) relating
to the Exchange Offer as filed with the Securities and Exchange Commission (the
"Commission") on July 18, 1997 under the Act and Amendment No. 1 thereto to be
filed with the Commission on the date hereof (such Registration Statement, as so
amended, being hereinafter referred to as the "Registration Statement"); (ii) an
executed copy of the Registration Rights Agreement dated June 19, 1997 (the
"Registration Rights Agreement"), by and among the Company, Cheer, the
Guarantors, NationsBanc Capital Markets, Inc. and First Chicago Capital Markets,
Inc.; (iii) an executed copy of the Indenture; (iv) the Certificates of
Incorporation of the Company and each of the Delaware Subsidiaries, as amended
to date; (v) the By-Laws of the Company and each of the Delaware Subsidiaries,
as amended to date; (vi) certain resolutions adopted by the Board of Directors
of the Company and a Special Committee of the Board of Directors of the Company,
relating to, among other things, the Exchange Offer, the issuance of the Old
Senior Notes and the Securities, the Indenture and related matters; (vii)
certain resolutions adopted by the Boards of Directors of each of the Delaware
Subsidiaries relating to, among other things, the issuance of the Guarantees by
the
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August 7, 1997
Page 3
Delaware Subsidiaries; (viii) the Form T-1 of the Trustee filed as an exhibit to
the Registration Statement; (ix) the form of the Notes (including the form of
Guarantees) included as an exhibit to the Indenture; and (x) the Certificate of
Ownership and Merger merging Cheer into Varsity with Varsity as the surviving
corporation. We have also examined originals or copies, certified or otherwise
identified to our satisfaction, of such records of the Company and the
Guarantors and such agreements, certificates of public officials, certificates
of officers or other representatives of the Company, the Guarantors and others,
and such other documents, certificates and records as we have deemed necessary
or appropriate as a basis for the opinions set forth herein.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. In making our
examination of documents executed or to be executed by parties other than the
Company and the Delaware Subsidiaries, we have assumed that such parties had or
will have the power, corporate or other, to enter into and perform all
obligations thereunder and have also assumed the due authorization by all
requisite action, corporate or other, and execution and delivery by such parties
of such documents and the validity and binding effect of such documents on such
parties.
We have assumed that the execution and delivery by the Company and the
Guarantors of the Securities and the Indenture and the performance by the
Company and the Guarantors of their respective obligations thereunder do not and
will not violate or constitute a default under (i) any agreement or instrument
to which the Company, the Guarantors or any of their properties is subject
(except that we do not make the assumptions set forth in this clause (i) with
respect to the Certificates of Incorporation or By-laws of each of the Company
and the Delaware Subsidiaries), (ii) any law, rule or regulation to which the
Company and the Guarantors are subject (except that we do not make the
assumption set forth in this clause
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August 7, 1997
Page 4
(ii) with respect to the General Corporation Law of the State of Delaware and
those laws, rules and regulations (other than securities and antifraud laws) of
the State of New York that, in our experience, are normally applicable to
transactions of the type provided for by the Indenture and the Securities (it
being understood that we have made no special investigation with respect to any
other laws, rules or regulations), (iii) any judicial or regulatory order or
decree of any governmental authority, or (iv) any consent, approval, license,
authorization or validation of, or filing, recording or registration with any
governmental authority. As to any facts material to the opinions expressed
herein which we have not independently established or verified, we have relied
upon statements and representations of officers and other representatives of the
Company, the Guarantors and others.
Members of our firm are admitted to the bar in the State of New York, and
we do not express any opinion as to the laws of any other jurisdiction other
than the General Corporation Law of the State of Delaware.
Based upon and subject to the foregoing and the limitations,
qualifications, exceptions and assumptions set forth herein, we are of the
opinion that when (i) the Registration Statement becomes effective and the
Indenture has been qualified under the Trust Indenture Act of 1939, as amended
(the "Trust Indenture Act"), and (ii) the Notes have been duly executed by the
Company and authenticated by the Trustee in accordance with the provisions of
the Indenture and have been delivered upon consummation of the Exchange Offer
against receipt of Old Senior Notes surrendered in exchange therefor in
accordance with the terms of the Exchange Offer, the Notes will be valid and
binding obligations of the Company, entitled to the benefits of the Indenture
and enforceable against the Company in accordance with their terms, and the
Guarantees will constitute valid and binding obligations of the Guarantors
entitled to the benefits of the Indenture, enforceable against the Guarantors,
in each case, except to the extent that the enforcement thereof may be limited
by (1) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance
or similar laws now or hereafter in effect relating to creditors' rights
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August 7, 1997
Page 5
generally and (2) general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in equity).
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement. We also consent to the reference to our
firm under the caption "Legal Matters" in the Registration Statement. In giving
this consent, we do not thereby admit that we are included in the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission.
Very truly yours,
/s/ SKADDEN, ARPS, SLATE,
MEAGHER & FLOM LLP