Exhibit 5.1
KIRKLAND & ELLIS
PARTNERSHIPS INCLUDING PROFESSIONAL CORPORATIONS
200 East Randolph Drive
Chicago, Illinois 60601
To Call Writer Direct: 312 861-2000 Facsimile:
312 861-2000 312 861-2200
July 17, 2001
Michael Foods, Inc.
and each of the Guarantors
of the Exchange Notes
5353 Wayzata Blvd., Suite 324
Minneapolis, MN 55416
Re: REGISTRATION STATEMENT ON FORM S-4, REGISTRATION NO. 333-63722
Ladies and Gentlemen:
We are issuing this opinion letter in our capacity as special
legal counsel to Michael Foods, Inc., a Minnesota corporation (the "Issuer"),
and each of the other guarantors listed on Schedule A hereto (such guarantors
are hereinafter referred to as the "Guarantors" and the Guarantors, together
with the Issuer, are hereinafter referred to as the "Registrants"), in
connection with the proposed registration by the Issuer of $200,000,000 in
aggregate principal amount of the Issuer's 11 3/4% Senior Subordinated Notes due
2011, Series B (the "Exchange Notes"), pursuant to a Registration Statement on
Form S-4 (Registration No. 333-63722) originally filed with the Securities and
Exchange Commission (the "Commission") on June 22, 2001, under the Securities
Act of 1933, as amended (the "Act") (such Registration Statement, as amended or
supplemented, is hereinafter referred to as the "Registration Statement"). The
obligations of the Issuer under the Exchange Notes will be guaranteed by the
Guarantors (the "Guarantees"). The Exchange Notes and the Guarantees are to be
issued pursuant to the Indenture (as amended and supplemented from time to time,
the "Indenture"), dated as of March 27, 2001, between the Issuer and BNY Midwest
Trust Company, as trustee. The Exchange Notes and the Guarantees are to be
issued in exchange for and in replacement of the Issuer's outstanding 11 3/4%
Senior Subordinated Notes due 2011 (the "Old Notes"), of which $200,000,000 in
aggregate principal amount is outstanding.
In that connection, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of such documents,
corporate records and other instruments as we have deemed necessary for the
purposes of this opinion, including (i) the Articles of Incorporation and
By-Laws of the Registrants, (ii) minutes and records of the corporate
proceedings of the Registrants with respect to the issuance of the Exchange
Notes and the Guarantees, (iii) the Indenture, and (iv) the Registration
Statement.
London Los Angeles New York Washington D.C.
KIRKLAND & ELLIS
Michael Foods, Inc.
July 17, 2001
Page 2
For purposes of this opinion, we have assumed the authenticity
of all documents submitted to us as originals, the conformity to the originals
of all documents submitted to us as copies and the authenticity of the originals
of all documents submitted to us as copies. We have also assumed the genuineness
of the signatures of persons signing all documents in connection with which this
opinion is rendered, the authority of such persons signing on behalf of the
parties thereto other than the Registrants and the due authorization, execution
and delivery of all documents by the parties thereto other than the Registrants.
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 Registrants and
others.
Our opinion expressed below is subject to the qualifications
that we express no opinion as to the applicability of, compliance with, or
effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer,
fraudulent conveyance, moratorium or other similar law affecting the enforcement
of creditors' rights generally, (ii) general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law), and
(iii) public policy considerations which may limit the rights of parties to
obtain certain remedies.
Based upon and subject to the assumptions, qualifications,
assumptions and limitations and the further limitations set forth below, we are
of the opinion that when (i) the Registration Statement becomes effective, (ii)
the Indenture has been duly qualified under the Trust Indenture Act of 1939, as
amended, and (iii) the Exchange Notes have been duly executed and authenticated
in accordance with the provisions of the Indenture and duly delivered to the
holders thereof in exchange for the Old Notes, the Exchange Notes and the
Guarantees will be validly issued and binding obligations of the Issuer and
Guarantors, respectively.
We hereby consent to the filing of this opinion with the
commission as Exhibit 5.1 to the Registration Statement. We also consent to the
reference to our firm under the heading "Legal Matters" in the Registration
Statement. In giving this consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission.
Our advice on every legal issue addressed in this letter is
based exclusively on the internal law of the State of New York, the General
Corporation Law of the State of Delaware and the Delaware case law decided
thereunder or the federal law of the United States, except that for purposes of
our opinion that the Exchange Notes and Guarantees will be validly issued and
binding obligations of the Issuer and the Guarantors, respectively, we have
concluded the Indenture has been duly
KIRKLAND & ELLIS
Michael Foods, Inc.
July 17, 2001
Page 3
authorized, executed and delivered and the Exchange Notes and Guarantees have
been duly authorized by the Issuer and the Guarantors, respectively, based
solely on a review of the applicable state corporate statutes of the States of
Minnesota (with respect to Michael Foods, Inc., Casa Trucking, Inc., Crystal
Farms Refrigerated Distribution Company, Kohler Mix Specialties, Inc., Midwest
Mix, Inc., Minnesota Products, Inc., Papetti's Hygrade Egg Products, Inc. and
Northern Star Co.), Nevada (with respect to Farm Fresh Foods, Inc.), Connecticut
(with respect to Kohler Mix Specialties of Connecticut, Inc.), Nebraska (with
respect to M.G. Waldbaum Company), New Jersey (with respect to Papetti
Electroheating Corp.) and Wisconsin (with respect to WFC, Inc. and Wisco Farm
Cooperative). We note that we are not admitted to practice in the States of
Minnesota, Nevada, Connecticut, Nebraska, New Jersey and Wisconsin and, as such,
our conclusions as to due authorization, execution and delivery are based solely
on our review of the provisions of the above referenced state corporate statutes
as such statutes relate to the Registrants without regard to regulations
promulgated thereunder or any judicial interpretations thereof.
This opinion is limited to the specific issues addressed
herein, and no opinion may be inferred or implied beyond that expressly stated
herein. We assume no obligation to revise or supplement this opinion should the
present laws of the States of New York or Delaware or the federal law of the
United States be changed by legislative action, judicial decision or otherwise.
This opinion is furnished to you in connection with the filing
of the Registration Statement and is not to be used, circulated, quoted or
otherwise relied upon for any other purpose.
Sincerely,
/s/ KIRKLAND & ELLIS
Kirkland & Ellis
KIRKLAND & ELLIS
Michael Foods, Inc.
July 17, 2001
Page 4
SCHEDULE A
Michael Foods of Delaware, Inc.
M. G. Waldbaum Company
Papetti's Hygrade Egg Products, Inc.
Casa Trucking, Inc.
Northern Star Co.
Farm Fresh Foods, Inc.
Minnesota Products, Inc.
Crystal Farms Refrigerated Distribution Company
WFC, Inc.
Wisco Farm Cooperative
Kohler Mix Specialties, Inc.
Midwest Mix, Inc.
Kohler Mix Specialties of Connecticut, Inc.
M-Foods Dairy, LLC
M-Foods Dairy TXCT, LLC
Papetti Electroheating Corp.