Exhibit 5.1
WEIL, GOTSHAL & MANGES LLP
A LIMITED LIABILITY PARTNERSHIP
INCLUDING PROFESSIONAL CORPORATIONS
767 FIFTH AVENUE
NEW YORK, NY 10153
212-310-8000
(FAX) 212-310-8007
April 23, 1999
U.S. Industries, Inc.
USI Global Corp.
USI American Holdings, Inc.
USI Atlantic Corp.
101 Wood Avenue South
Iselin, New Jersey 08830
Ladies and Gentlemen:
We have acted as counsel to U.S. Industries, Inc., a Delaware
corporation ("USI" and, collectively with its consolidated subsidiaries, the
"Company"), USI's wholly-owned direct subsidiary, USI Global Corp., a Delaware
corporation, USI's wholly-owned indirect subsidiary, USI American Holdings,
Inc., a Delaware corporation (USI, USI Global Corp. and USI American Holdings,
Inc. are collectively the "Issuers"), and USI's wholly-owned direct subsidiary,
USI Atlantic Corp., a Delaware corporation ("USI Atlantic" or the "Guarantor"),
in connection with the preparation and filing with the Securities and Exchange
Commission of the Registration Statement on Form S-4 (the "Registration
Statement") of the Issuers and the Guarantor for registration under the
Securities Act of 1933, as amended (the "Securities Act"), of $250 million
aggregate principal amount of the Issuers 7-1/8% Senior Notes due 2003 (the "New
Notes") and the Guarantor's guarantee in connection therewith (the "New
Guarantee"), each issuable in connection with the exchange offer of New Notes
for the 7-1/8% Senior Notes due 2003, which were not registered under the
Securities Act (the "Old Notes").
In so acting, we have examined originals or copies, certified
or otherwise identified to our satisfaction, of the Registration Statement, the
Indenture, dated as of October 27, 1998 (the "Indenture"), among USI, USI
American Holdings, Inc., the Guarantor and The First National Bank of Chicago,
as Trustee (the "Trustee"), as amended by the First Supplemental Indenture, to
be dated as of April 26, 1999, among the Issuers, the Guarantor and the Trustee,
pursuant to which the New Notes will be issued, the form of the New Notes
included as Exhibit 4.2 to the Registration Statement and such corporate
records, agreements, documents and other instruments, and such certificates or
comparable documents of public officials and of officers and representatives of
the Issuers and the Guarantor, and have made such inquiries of such officers and
representatives, as we have deemed relevant and necessary as a basis for the
opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
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documents submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. As to all questions of
fact material to this opinion that have not been independently established, we
have relied upon certificates or comparable documents of officers and
representatives of the Issuers and the Guarantor.
Based on the foregoing, and subject to the qualifications
stated herein, we are of the opinion that:
1. The New Notes have been duly authorized by the Issuers and,
when executed on behalf of the Issuers, authenticated by the Trustee and
delivered in accordance with the terms of the Indenture and as contemplated by
the Registration Statement, and upon the exchange by holders of Old Notes of Old
Notes for New Notes, will constitute valid and legally binding obligations of
the Issuers entitled to the benefits provided by the Indenture, enforceable
against the Issuers in accordance with their terms, subject to applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or
other similar laws affecting creditors' rights and remedies generally and, as to
enforceability, to general principles of equity, including principles of
commercial reasonableness, good faith and fair dealing (regardless of whether
sought in a proceeding at law or in equity).
2. The Guarantee has been duly authorized by the Guarantor and
when executed and delivered by the Guarantor in accordance with the terms of the
Indenture and as contemplated by the Registration Statement, will constitute a
valid and legally binding obligation of the Guarantor entitled to the benefits
provided by the Indenture, enforceable against the Guarantor in accordance with
their terms, subject to applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium or other similar laws affecting
creditors' rights and remedies generally and, as to enforceability, to general
principles of equity, including principles of commercial reasonableness, good
faith and fair dealing (regardless of whether sought in a proceeding at law or
in equity).
The opinions expressed herein are limited to the laws of the
State of New York, the corporate laws of the State of Delaware and the federal
laws of the United States, and we express no opinion as to the effect on the
matters covered by this opinion of the laws of any other jurisdiction.
We consent to the reference to our name under the caption
"Legal Matters" in the prospectus which is a part of the Registration Statement
and to the inclusion of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Weil, Gotshal & Manges LLP
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