Exhibit 5.2
[Letterhead of Ballard Spahr Andrews & Ingersoll, LLP]
December 13, 2001
Iron Mountain Incorporated
745 Atlantic Avenue
Boston, Massachusetts 02111
Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts 02109
Re: Registration Statement on Form S-3, to be filed with
the Securities and Exchange Commission on December 13, 2001
Ladies and Gentlemen:
We have acted as special Pennsylvania counsel, in a limited capacity,
to Iron Mountain Incorporated, a Pennsylvania corporation (the "Company"), in
connection with certain matters of Pennsylvania law arising out of the
registration of up to $500,000,000 in an aggregate amount of one or more series
of the following securities (collectively, the "Securities"): (a) debt
securities of the Company ("Debt Securities"), which may be guaranteed (the
"Subsidiary Guarantees") by certain present and future wholly owned domestic
subsidiaries of the Company (the "Subsidiary Guarantors"), (b) shares of
preferred stock, $0.01 par value per share, of the Company ("Preferred Shares"),
(c) depositary shares representing fractional interests in Preferred Shares
("Depositary Shares"), evidenced by depositary receipts therefor ("Depository
Receipts"), (d) shares of common stock, $0.01 par value per share, of the
Company ("Common Shares"), (e) warrants to purchase Debt Securities, Preferred
Shares, Depositary Shares or Common Shares ("Warrants"), (f) preferred
securities of IM Capital Trust I (the "Trust"), a statutory business trust
formed under the laws of the State of Delaware (the "Trust Preferred
Securities"), each of which may be guaranteed (collectively, the "Trust
Guarantees") by the Company, (g) the Company's stock purchase contracts (the
"Stock Purchase Contracts") to purchase Common Shares at a future date, and (h)
the Company's stock purchase units (the "Stock Purchase Units"), consisting of a
Stock Purchase Contract and Debt Securities, Trust Preferred Securities or debt
obligations of third parties securing the holders' obligations to purchase the
Common Shares under the Stock Purchase Contract, as covered by the registration
statement on Form S-3 (the "Registration Statement"), to be filed on or about
the date hereof by the Company and the Trust with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"1933 Act"). Capitalized terms used but not defined herein shall have the
meanings given to them in the Registration Statement.
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the following
documents (collectively, the "Documents"):
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Sullivan & Worcester LLP
December 13, 2001
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1. The Registration Statement and the related form of preliminary
prospectus included therein in the form to be transmitted to the Commission for
filing under the 1933 Act on or about the date hereof;
2. The Amended and Restated Articles of Incorporation of the Company
(the "Restated Articles"), certified as of a recent date by the Secretary of
State of the Commonwealth of Pennsylvania;
3. The Amended and Restated Bylaws of the Company certified as of a
recent date by the Secretary of the Company (the "Restated Bylaws");
4. Resolutions adopted by the Board of Directors of the Company (the
"Board") relating to the registration and offering of the Securities, certified
as of a recent date by the Secretary of the Company (the "Resolutions"); and
5. A certificate of the Secretary of State of the Commonwealth of
Pennsylvania as to the subsistence of the Company, dated as of a recent date.
In addition, we have made such examinations of law as we have deemed
necessary in connection with the opinions set forth below.
In all cases, we have assumed the legal capacity and competence of each
natural person signing each of the Documents and all other instruments presented
to us, the genuineness of all signatures, the authenticity of documents
submitted to us as originals, the conformity to original documents of documents
submitted to us as certified, conformed, photostatic or facsimile copies, the
authenticity of the originals of such documents and the accuracy and
completeness of all corporate records and other information made available to us
by the Company.
We have also assumed, without verification, (i) that prior to issuing
the Securities, the Registration Statement, including any amendments thereto
(including post-effective amendments) and the final prospectus that forms a part
of the Registration Statement, shall have been declared effective by the
Commission and that any necessary prospectus supplement shall have properly been
filed with the Commission, (ii) that the Securities will not be issued or
transferred in violation of any restriction or limitation contained in the
Restated Articles, the Restated Bylaws, the Trust's declaration of trust or any
other governing document of the Trust; (iii) all Preferred Shares and Common
Shares when issued will be evidenced by duly executed and countersigned
certificates meeting the requirements of the Pennsylvania Business Corporation
Law of 1988, as amended (the "PaBCL") and the Restated Bylaws, (iv) that in
accordance with the Resolutions, the issuance and terms and conditions of the
Securities to be issued by the Company from time to time, including any
indenture and supplemental indentures pursuant to which any Debt Securities may
be issued by the Company (the "Indenture"), will be in compliance with, and
approved by the Board or a duly authorized committee thereof in accordance with,
the PaBCL, the Restated Bylaws and the Restated Articles (with such approvals
Iron Mountain Incorporated
Sullivan & Worcester LLP
December 13, 2001
Page 3
referred to herein as the "Board Approvals"), and (v) that the Trust is a
statutory business trust duly formed and validly existing under the laws of the
State of Delaware.
Based upon the foregoing, and subject to the assumptions, exceptions,
limitations and qualifications stated herein, we are of the opinion that:
1. The Company is a corporation duly incorporated and validly
subsisting under the laws of the Commonwealth of Pennsylvania.
2. Upon the completion of all Board Approvals relating to the
Securities that are Debt Securities and the applicable Indenture and upon the
necessary corporate approval by each of the Subsidiary Guarantors of the
Subsidiary Guarantees, if any, the issuance of the Debt Securities and the
execution by the Company of the applicable Indenture will be duly authorized by
all necessary Board action.
3. Upon the completion of all Board Approvals relating to the
Securities that are Preferred Shares (the "Preferred Securities"), and the due
execution and filing with the Department of State of the Commonwealth of
Pennsylvania of a Statement with Respect to Shares relating to the Preferred
Securities and assuming that the sum of (a) all Preferred Shares issued and
reserved for issuance as of the date hereof, (b) any Preferred Shares issued and
reserved for issuance between the date hereof and the date on which any of the
Preferred Securities are actually issued (not including any of the Preferred
Securities) and (c) the Preferred Securities will not exceed the total number of
Preferred Shares that the Company is then authorized to issue, the Preferred
Securities will be duly authorized and, when delivered against payment therefor
in accordance with the Resolutions and the Board Approvals, will be validly
issued, fully paid and non-assessable. If such Preferred Securities are issuable
upon conversion, exchange or exercise of other Securities, the opinion set forth
in this paragraph is subject to the further condition that such other Securities
relating to such Preferred Securities, at the time of the issuance or delivery
thereof, as applicable, and of the conversion, exchange or exercise thereof, are
validly issued, fully paid and non-assessable by the Company or are valid and
binding obligations of the Company, as applicable.
4. Upon the completion of all Board Approvals relating to the
Securities that are Common Shares (the "Common Securities"), and assuming that
the sum of (a) all Common Shares issued and reserved for issuance as of the date
hereof, (b) any Common Shares issued and reserved for issuance between the date
hereof and the date on which any of the Common Securities are actually issued
(not including any of the Common Securities) and (c) the Common Securities will
not exceed the total number of Common Shares that the Company is then authorized
to issue, the Common Securities will be duly authorized and, when delivered
against payment therefor in accordance with the Resolutions and the Board
Approvals, will be validly issued, fully paid and non-assessable. If such Common
Securities are issuable upon conversion, exchange or exercise of other
Securities, the opinion set forth in this paragraph is subject to the further
condition that such other Securities relating to such Common Securities, at the
time of the
Iron Mountain Incorporated
Sullivan & Worcester LLP
December 13, 2001
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issuance or delivery thereof, as applicable, and of the conversion, exchange or
exercise thereof, are validly issued, fully paid and non-assessable by the
Company or are valid and binding obligations of the Company, as applicable.
5. Upon the completion of all Board Approvals relating to the
Securities that are Warrants, the issuance of the Warrants will be duly
authorized by all necessary Board action.
6. Upon the completion of all Board Approvals relating to the
Securities that are Trust Guarantees and the related guarantee agreement(s),
establishing the terms and conditions of such Trust Guarantees, between the
Company and a financial institution identified therein as guarantee trustee, the
Trust Guarantees will be duly authorized by all necessary Board action.
7. Upon the completion of all Board Approvals relating to the
Securities that are Stock Purchase Contracts and the related stock purchase
agreement(s), establishing the terms and conditions of such Stock Purchase
Contracts, between the Company and a financial institution identified therein as
stock purchase contract agent, the Stock Purchase Contracts will be duly
authorized by all necessary Board action.
8. Upon the completion of all Board Approvals relating to the
Securities that are Stock Purchase Units and the related stock purchase
agreement(s), establishing the terms and conditions of such Stock Purchase
Units, between the Company and a financial institution identified therein as
stock purchase unit agent, the Stock Purchase Units will be duly authorized by
all necessary Board action.
We express no opinion as to the law of any jurisdiction other than the
law of the Commonwealth of Pennsylvania and we further express no opinion as to
the application or requirements of the Pennsylvania Securities Act.
This opinion is limited to the matters expressly stated herein. No
implied opinion may be inferred to extend this opinion beyond the matters
expressly stated herein. We do not undertake to advise you or anyone else of any
changes in the opinions expressed herein resulting from changes in law, changes
in facts or any other matters that hereafter might occur or be brought to our
attention.
Iron Mountain Incorporated
Sullivan & Worcester LLP
December 13, 2001
Page 5
This opinion is being furnished to you for submission to the Commission
as an exhibit to the Registration Statement and, accordingly, may not be relied
upon by, quoted in any manner to, or delivered to any other person or entity
without, in each instance, our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of the name of our firm therein. In giving
this consent, we do not admit that we are within the category of persons whose
consent is required by Section 7 of the 1933 Act.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll, LLP