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EXHIBIT 5.1
[LATHAM & WATKINS LETTERHEAD]
May 14, 2002
Owens-Brockway Glass Container Inc.
One SeaGate
Toledo, Ohio 43666
Re: $1,000,000,000 Aggregate Principal Amount of
8 7/8% Senior Secured Notes due 2009
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Ladies and Gentlemen:
In connection with the registration of $1,000,000,000 aggregate principal
amount of 8 7/8% Senior Secured Notes due 2009 (the "Securities") by
Owens-Brockway Glass Container Inc., a Delaware corporation (the "Company"), and
the guarantees of the Securities (the "Guarantees") by Owens-Illinois
Group, Inc. ("Group") and the domestic subsidiaries of Group listed on Schedule
A hereto (collectively, and together with Group, the "Guarantors"), under the
Securities Act of 1933, as amended, on Form S-4 filed with the Securities and
Exchange Commission on April 5, 2002, as amended to date (the "Registration
Statement"), you have requested our opinion with respect to the matters set
forth below. The Securities and the Guarantees will be issued pursuant to an
indenture dated as of January 24, 2002, as supplemented by the First
Supplemental Indenture, dated January 24, 2002 (as supplemented, the
"Indenture") by and among the Company, the Guarantors and U.S. Bank National
Association, as trustee (the "Trustee"). The Securities and the Guarantees will
be issued in exchange for the Company's outstanding 8 7/8% Senior Secured Notes
due 2009 (the "Outstanding Notes") on the terms set forth in the prospectus
contained in the Registration Statement and the Letter of Transmittal filed as
an exhibit thereto. The Indenture, the Securities and the Guarantees are
sometimes referred to herein collectively as the "Operative Documents."
Capitalized terms used herein without definition have the meanings assigned to
them in the Indenture.
In our capacity as your special counsel in connection with such
registration, we are familiar with the proceedings taken and proposed to be
taken by the Company and the Guarantors in connection with the authorization and
issuance of the Securities and the Guarantees, respectively. In addition, we
have made such legal and factual examinations and inquiries, including an
examination of originals or copies certified or otherwise identified to our
satisfaction of such documents, corporate records and instruments, as we have
deemed necessary or appropriate for purposes of this opinion.
In our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
to authentic original documents of all documents submitted to us as copies.
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505 Montgomery Street, Suite 1900 o San Francisco, California 94111-2562
TELEPHONE: (415) 391-0600 o FAX: (415) 395-8095
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We are opining herein as to the effect on the subject transaction only of
the internal laws of the State of New York and the Delaware General Corporation
Law (the "DGCL"), and we express no opinion with respect to the applicability
thereto, or the effect thereon, of the laws of any other jurisdiction, or in the
case of Delaware, any other laws, or as to any matters of municipal law or the
laws of any local agencies within any state. James W. Baehren has separately
provided to you an opinion with respect to the organization, valid existence and
good standing of the Guarantors, the due authorization of the Securities and the
Guarantees and the authorization, execution and delivery of the Indenture by the
Guarantors. With your permission and the permission of Mr. Baehren, we have
assumed such opinion is correct, and in giving the opinions with respect to the
guarantees in Paragraph 5 below, we are relying on this opinion.
Subject to the foregoing and the other matters set forth herein, it is our
opinion that as of the date hereof:
1. The Company is a corporation, and is validly existing and in good
standing under the laws of the State of Delaware with corporate power and
authority to perform its obligations under the Operative Documents.
2. The Indenture has been duly authorized, executed and delivered by the
Company.
3. The Securities have been duly authorized by the Company.
4. The Securities, when executed, authenticated and delivered by or on
behalf of the Company against the due tender and delivery to the Trustee of the
Outstanding Notes in an aggregate principal amount equal to the aggregate
principal amount of the Securities, will be the legally valid and binding
obligations of the Company, enforceable against the Company in accordance with
their terms.
5. Each of the Guarantees, when executed in accordance with the terms of
the Indenture and upon due execution, authentication and delivery of the
Securities against the due tender and delivery to the Trustee of the Outstanding
Notes in an aggregate principal amount equal to the aggregate principal amount
of the Securities, will be the legally valid and binding obligation of the
respective Guarantor, enforceable against such Guarantor in accordance with its
terms.
The opinions rendered in paragraphs 4 and 5 above relating to the
enforceability of the Securities and the Guarantees are subject to the following
exceptions, limitations and qualifications: (i) the effect of bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or hereafter in
effect relating to or affecting the rights or remedies of creditors, (ii) the
effect of general principles of equity, whether enforcement is considered in a
proceeding in equity or at law, and the discretion of the court before which any
proceeding therefor may be brought; (iii) the unenforceability under certain
circumstances under law or court decisions of provisions providing for the
indemnification of or contribution to a party with respect to a liability where
such indemnification or contribution is contrary to public policy; (iv) the
unenforceability of any provision requiring the payment of attorney's fees,
except to the extent that a court determines such fees to be reasonable; and (v)
we express no opinion concerning the unenforceability of the waiver of rights
and defenses contained in Section 4.06 of the Indenture.
We have not been requested to express, and with your knowledge and consent,
do not render any opinion as to the applicability to the obligations of the
Company under the Indenture and the Securities or the Guarantors under the
Indenture or the Guarantees of Sections 547 and 548 of the United States
Bankruptcy Code or applicable state law (including, without limitation, Article
10 of the New York Debtor and Creditor Law) relating to preferences and
fraudulent transfers and obligations.
To the extent that the obligations of the Company and the Guarantors under
the Operative Documents to which each is a party may be dependent upon such
matters, we have assumed for purposes of this opinion that: (i) the Trustee
(a) is duly organized, validly existing and in good standing under the laws of
its
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jurisdiction of organization, (b) has the requisite organizational and legal
power and authority to perform its obligations under each Operative Document to
which it is a party, and (c) has duly authorized, executed and delivered the
Indenture; (ii) the Indenture constitutes the legally valid and binding
obligation of the Trustee, enforceable against the Trustee in accordance with
its terms; (iii) the Trustee is duly qualified to engage in the activities
contemplated by the Indenture; and (iv) the Trustee is in compliance, generally
and with respect to acting as a trustee under the Indenture, with all applicable
laws and regulations.
We consent to your filing this opinion as an exhibit to the Registration
Statement and to the reference to our firm contained under the heading "Legal
Matters" in the prospectus contained therein.
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Very truly yours,
/s/ Latham & Watkins
Latham & Watkins
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SCHEDULE A
ACI America Holdings Inc.
Anamed International, Inc.
BriGam Medical, Inc.
BriGam Ventures, Inc.
BriGam, Inc.
Brockway Realty Corporation
Brockway Research, Inc.
Continental PET Technologies, Inc.
MARC Industries, Inc.
Martell Medical Products, Incorporated
NHW Auburn, LLC
OB Cal South Inc.
OI AID STS Inc.
OI Auburn Inc.
OI Australia Inc.
OI Brazil Closure Inc.
OI California Containers Inc.
OI Castalia STS Inc.
OI Consol STS Inc.
OI Ecuador STS Inc.
OI Europe & Asia Inc.
OI General Finance Inc.
OI General FTS Inc.
O-I Health Care Holding Corp.
O-I Holding Company, Inc.
OI Hungary Inc.
OI International Holdings Inc.
OI Levis Park STS Inc.
OI Medical Holdings Inc.
OI Medical Inc.
OI Peru STS Inc.
OI Plastic Products FTS Inc.
OI Poland Inc.
OI Puerto Rico STS Inc.
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OI Regioplast STS Inc.
OI Venezuela Plastic Products Inc.
OIB Produvisa Inc.
Overseas Finance Company
Owens-BriGam Medical Company
Owens-Brockway Glass Container Trading Company
Owens-Brockway Packaging, Inc.
Owens-Brockway Plastic Products Inc.
Owens-Illinois Closure Inc.
Owens-Illinois General Inc.
Owens-Illinois Prescription Products Inc.
Owens-Illinois Specialty Products Puerto Rico, Inc.
Product Design & Engineering, Inc.
SeaGate II, Inc.
SeaGate III, Inc.
SeaGate, Inc.
Specialty Packaging Licensing Company
Universal Materials, Inc.