EXHIBIT 5.2
[Letterhead of Ballard Spahr Andrews & Ingersoll, LLP]
May 22, 2003
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 May 22, 2003
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 which secure 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.
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Sullivan & Worcester LLP
May 22, 2003
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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"):
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 April 29, 2003 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");
5. A certificate of the Secretary of State of the Commonwealth of
Pennsylvania, dated as of April 21, 2003, certifying as to the subsistence of
the Company on such date; and
6. A certificate executed by the Secretary of the Company certifying
that, among other things, there have been no amendments to or restatements of
the Company's Articles of Incorporation since April 29, 2003 and that the
Company has not filed Articles of Merger or Consolidation or Articles of
Dissolution since April 29, 2003.
(collectively, items 2 through 6 above, are sometimes referred to herein as the
"Corporate Documents").
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
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May 22, 2003
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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 or the Restated Bylaws; (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, and (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 (A) any indenture and supplemental indentures pursuant to
which any Debt Securities may be issued (the "Indenture"), (B) any depositary
agreement pursuant to which Depositary Receipts may be issued (C) any warrant
agreement pursuant to which any Warrants may be issued, (D) any guarantee
agreements pursuant to which Trust Guarantees may be issued, and (E) any stock
purchase agreements pursuant to which Stock Purchase Contracts or Stock Purchase
Units may be issued by the Company, 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 referred to
herein as the "Board Approvals").
We do not and have not represented the Company on a regular basis nor
do we act as general counsel to the Company. We have only acted as special
Pennsylvania counsel to the Company in connection with certain transactions. We
are not familiar with the day-to-day operations of the Company.
Based upon the foregoing, and subject to the assumptions, exceptions,
limitations and qualifications stated herein, we are of the opinion that:
1. In reliance on the Corporate Documents, 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 or Depositary Shares (together, 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 aggregate number of
all Preferred Shares issued and reserved for issuance and the Preferred
Securities will not exceed the total number of Preferred Shares that the Company
is then authorized to issue and that the Preferred Securities issued and
reserved for issuance will not exceed the total number of Preferred Securities
set forth on the Statement with Respect to Shares filed with the Department of
State of the Commonwealth of Pennsylvania, the Preferred
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May 22, 2003
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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, 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 issuer thereof or are valid and binding obligations of
the issuer thereof, 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, 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 issuer thereof or are valid
and binding obligations of the issuer thereof, as applicable.
5. Upon the completion of all Board Approvals relating to the
Securities that are Warrants and the related warrant agreement(s), establishing
the terms and conditions of such Warrants, between the Company and a financial
institution identified therein as warrant agent, 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 any 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 any related stock purchase
agreement(s), establishing the terms and conditions of such Stock Purchase
Units, between the Company and a financial institution
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May 22, 2003
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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.
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