Exhibit 5.1
[Letterhead of Dechert]
May 9, 2002
B&G Foods, Inc.
Four Gatehall Drive, Suite 110
Parsippany, NJ 07054
Re: Form S-4 Registration Statement
REGISTRATION NO. 333-86062
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Gentlemen and Ladies:
We have acted as counsel to B&G Foods, Inc., a Delaware corporation (the
"Company"), BGH Holdings, Inc., a Delaware corporation, RWBV Acquisition Corp.,
a Delaware corporation, Bloch & Guggenheimer, Inc., a Delaware corporation,
Polaner, Inc., a Delaware corporation, Trappey's Fine Foods, Inc., a Delaware
corporation, Maple Grove Farms of Vermont, Inc., a Vermont corporation, Les
Produits Alimentaires Jacques Et Fils, Inc., a Quebec corporation, Heritage
Acquisition Corp., a Delaware corporation and William Underwood Company, a
Massachusetts Voluntary Association (each a "Guarantor" and collectively the
"Guarantors") in connection with the preparation and filing by the Company and
the Guarantors of a Registration Statement on Form S-4 (Registration No.
333-86062) (the "Registration Statement"), with the Securities and Exchange
Commission for the purpose of registering an aggregate principal amount of
$220,000,000 of the Company's 9 5/8% Senior Subordinated Notes Due 2007, Series
D, (the "Exchange Notes") and the Guarantors' guarantees thereof (the "Exchange
Guarantees") under the Securities Act of 1933, as amended (the "Securities
Act"). The Exchange Notes are to be issued in exchange for an equal aggregate
principal amount of the Company's outstanding registered 9 5/8% Senior
Subordinated Notes Due 2007, Series B, and its outstanding unregistered 9 5/8%
Senior Subordinated Notes Due 2007, Series C, (collectively, the "Existing
Notes") pursuant to the Registration Rights Agreement, dated as of March 7,
2002, among the Company, the Guarantors, Lehman Brothers Inc. and Fleet
Securities, Inc., which Registration Rights Agreement has been filed as Exhibit
10.13 to the Registration Statement. The Exchange Notes and the Exchange
Guarantees are to be issued pursuant to the terms of the Indenture, dated as of
March 7, 2002 (the "Indenture") among the Company, the Guarantors and The Bank
of New York, as trustee (the "Trustee"), which Indenture is filed as Exhibit 4.4
to the Registration Statement. The Indenture is to be qualified under the Trust
Indenture Act of 1939, as amended (the "TIA").
In connection with the foregoing, we have reviewed such records, documents,
agreements and certificates, and examined such questions of law, as we have
considered necessary or appropriate for the purpose of this opinion letter. In
making our examination of records, documents, agreements and certificates, we
have assumed the authenticity of the same, the correctness of the information
contained therein, the genuineness of all signatures, the authority of all
persons entering and maintaining records or executing documents, agreements and
certificates (other than persons executing documents, agreements and
certificates on behalf of the Company and the Guarantors), and the conformity to
authentic originals of all items submitted to us as copies (whether certified,
conformed, photostatic or by other electronic means) of records, documents,
agreements or certificates. In rendering
B&G Foods, Inc.
May 9, 2002
Page 2
our opinions, we have relied as to factual matters upon certificates of public
officials and certificates and representations of officers of the Company and
the Guarantors.
We have assumed that the Indenture has been duly authorized, executed and
delivered by the Trustee and constitutes a legal, valid and binding agreement of
the Trustee. In addition, we have assumed that there will be no changes in
applicable law between the date of this opinion and the date of issuance and
delivery of the Exchange Notes and the Exchange Guarantees.
Based upon and subject to the foregoing and the limitations, qualifications,
exceptions and assumptions set forth herein, and having regard for such legal
considerations as we deem relevant, we are of the opinion that:
1. The Exchange Notes have been duly authorized by the Company. When (a) the
Registration Statement has been declared effective, (b) the Indenture has
been duly qualified under the TIA, (c) the Exchange Notes have been duly
executed by the Company and (d) the Exchange Notes have been duly
authenticated by the Trustee in accordance with the terms of the Indenture
and issued and delivered in exchange for the Existing Notes in accordance
with the terms set forth in the prospectus included in the Registration
Statement, then, upon the occurrence of all of the foregoing, the Exchange
Notes will constitute valid and binding obligations of the Company, as
issuer, enforceable against the Company in accordance with their terms,
subject to applicable bankruptcy, insolvency, fraudulent conveyance,
moratorium, reorganization and other similar laws affecting creditors'
rights generally or debtors' obligations generally, general principles of
equity (whether considered in a proceeding in equity or at law) and an
implied covenant of good faith and fair dealing.
2. The Exchange Guarantees have been duly authorized by each respective
Guarantor. When (a) the Registration Statement has been declared
effective, (b) the Indenture has been duly qualified under the TIA, (c)
the Exchange Notes have been duly executed by the Company, (d) the
Exchange Notes have been duly authenticated by the Trustee in accordance
with the terms of the Indenture and issued and delivered in exchange for
the Existing Notes in accordance with the terms set forth in the
prospectus which is included in the Registration Statement and (e) the
Exchange Guarantees have been duly executed by the Guarantors, then, upon
the occurrence of all of the foregoing, the Exchange Guarantees will
constitute valid and binding obligations of the Guarantors enforceable
against the Guarantors in accordance with their terms, subject to
applicable bankruptcy, insolvency, fraudulent conveyance, moratorium,
reorganization and other similar laws affecting creditors' rights
generally or debtors' obligations generally, general principles of equity
(whether considered in a proceeding in equity or at law) and an implied
covenant of good faith and fair dealing.
B&G Foods, Inc.
May 9, 2002
Page 3
The opinions expressed herein are limited to the General Corporation Law of the
State of Delaware, Chapter 182 of the General Laws of Massachusetts, the federal
laws of the United States of America and the laws of the State of New York, and
we express no opinion as to the laws of any other jurisdiction. For the purposes
of our opinion with respect to the due authorization of any of the Exchange
Guarantees by any Guarantor not incorporated or organized in Delaware or
Massachusetts, we have assumed that the corporate law of the jurisdiction of
incorporation or organization of such entities is identical to that of Delaware.
The opinions expressed herein are rendered to the Company and the Guarantors in
connection with the filing of the Registration Statement and for no other
purpose. The opinions expressed herein may not be used or relied on by any other
person, and neither this letter nor any copies thereof may be furnished to a
third party, filed with a government agency, quoted, cited or otherwise referred
to without our prior written consent, except as noted below.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the use of our name in the prospectus contained
therein, under the caption "Legal Matters." In giving such consent we do not
thereby admit that we come within the category of persons whose consent is
required under the Securities Act or the rules and regulations promulgated
thereunder.
Very truly yours,
/s/ Dechert