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[LETTERHEAD OF MORGAN, LEWIS & BOCKIUS LLP]
EXHIBIT 5
August 13, 2002
The Hockey Company and Sport Maska Inc.
3500 Boulevard de Maisonneuve West, Suite 800
Montreal, Quebec
Canada H3Z 3C1
Re: Registration Statement on Form S-4 (No. 333-87648)
Ladies and Gentlemen:
We have acted as United States counsel to The Hockey Company, a Delaware
corporation (the "Parent Issuer"), and Sport Maska Inc., a New Brunswick
corporation (the "Subsidiary Issuer" and, together with the Parent Issuer, the
"Issuers"), in connection with the proposed offer and exchange (the "Exchange
Offer") by the Issuers of (i) $125,000,000 aggregate principal amount of the
Issuers' 11 1/4% Senior Secured Note Units due 2009 (the "Exchange Units"), each
such Unit consisting of $500 principal amount of 11 1/4% Senior Secured Notes of
the Parent Issuer (the "Exchange Parent Notes") and $500 principal amount of
11 1/4% Senior Secured Notes of the Subsidiary Issuer (the "Exchange Subsidiary
Notes" and, together with the Exchange Parent Notes, the "Exchange Notes"),
which are to be registered with the United States Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act") under the above-mentioned registration statement, for (ii) an
equal principal amount at maturity of their 11 1/4% Senior Secured Note Units
due 2009 (the "Units"), each such Unit consisting of $500 principal amount of
11 1/4% Senior Secured Notes of the Parent Issuer (the "Parent Notes") and $500
principal amount of 11 1/4% Senior Secured Notes of the Subsidiary Issuer (the
"Subsidiary Notes" and, together with the Parent Notes, the "Notes"). The
Exchange Units are to be issued pursuant to an Indenture, dated as of April 3,
2002 (the "Indenture"), by and among Issuers, The Bank of New York, as trustee
(the "Trustee"), and the Subsidiary Guarantors named therein (the "Subsidiary
Guarantors"), including SLM Trademark Acquisition Corp., Sports Holdings Corp.
and WAP Holdings Inc. (the "Delaware Subsidiary Guarantors"). Pursuant to the
Indenture, the Parent Issuer will fully and unconditionally guarantee, on a
senior secured basis, to each holder of Subsidiary Notes and the Trustee, the
payment and performance of the Subsidiary Issuer's obligations under the
Indenture and the Exchange Subsidiary Notes (the "Parent Guarantee") and the
Subsidiary Issuer will fully and unconditionally guarantee, on a senior secured
basis, to each holder of Exchange Parent Notes and the Trustee, the payment and
performance of the Parent Issuer's obligations under the Indenture and the
Exchange Parent Notes (the "Subsidiary Issuer Guarantee"), and all Subsidiary
Guarantors, jointly and severally, will fully and unconditionally guarantee, on
a senior secured basis, to each holder of the Exchange Notes and the Trustee,
the payment and performance of the Parent Issuer's and the Subsidiary Issuer's
obligations under the Indenture and the Exchange Notes (the "Subsidiary
Guarantor Guarantees" and, together with the Parent Issuer Guarantee and the
Subsidiary Issuer Guarantee, the "Guarantees").
We are giving this opinion in connection with the Registration Statement on
Form S-4 (Registration No. 333-87648), as amended, relating to the Exchange
Offer (the "Registration Statement"). Unless otherwise defined herein,
capitalized terms used herein have the respective meanings ascribed to those
terms in the Registration Statement.
In rendering this opinion, we have examined, among other things, (i) the
Registration Statement, (ii) the Indenture, (iii) the form of Exchange Unit,
Exchange Parent Note, Exchange Subsidiary Note and related Guarantees and
(iv) other documents delivered in connection with the Exchange Offer. In
addition, we have examined originals or copies satisfactory to us of all such
corporate records, agreements, certificates, powers of attorney, governmental
orders, permits and other documents as we have deemed relevant and necessary as
a basis of the opinions hereinafter expressed.
In our examination of the aforesaid documents, we have assumed without
independent investigation the genuineness of all signatures, the authenticity of
all documents submitted to us as originals, and the conformity to the original
documents of all documents submitted to us as certified, reproduced or conformed
copies and the authenticity of all such original documents. In addition, we have
assumed: (i) that the Indenture has been duly authorized by the Trustee and has
been duly executed and delivered by each party
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The Hockey Company and Sport Maska Inc.
August 13, 2002
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thereto; (ii) and the validity, binding effect and enforceability of the
Indenture in accordance with its terms against the Trustee. In addition, we have
assumed that the terms of the Units and the related Notes and the Exchange Units
and related Exchange Notes have been established in accordance with the terms of
the Indenture. With respect to (1) the due authorization of the Indenture by all
parties other than the Trustee, the Parent Issuer and the Delaware Subsidiary
Guarantors), (2) due authorization of the Guarantees by the Subsidiary Issuer
and the Subsidiary Guarantors (other than the Delaware Subsidiary Guarantors),
and (3) the power, authority and legal right of each party to the Indenture
(other than the Trustee, the Parent Issuer and the Delaware Subsidiary
Guarantors) under all applicable laws and regulations to enter into, execute,
deliver and perform its obligations under the Indenture, we have relied upon the
following opinions: (A) with respect to Sport Maska Inc. and SLM Trademark
Acquisition Canada Corp., the opinion of Stewart McKelvey Stirling Scales, dated
July 29, 2002, attached hereto as Exhibit A, (B) with respect to Maska U.S.,
Inc., the opinion of Daschbach, Cooper, Hotchkiss & Csatari, P.A., dated
August 13, 2002, attached hereto as Exhibit B, and (C) with respect to Jofa
Holding AB and Jofa AB,the opinion of Advokatfirman Lindahl KB, dated July 26,
2002, attached hereto as Exhibit C.
As to any facts material to the opinions expressed below, we have, when such
facts were not independently established, relied upon certificates of public
officials and certificates, oaths, declarations and representations of the
Parent Issuer and of officers, directors and other representatives of the Parent
Issuer.
Our opinion is subject to: (i) the effect of applicable bankruptcy,
reorganization, insolvency, moratorium, arrangement and other laws affecting
creditors' rights, including, without limitation, the effect of statutory or
other laws regarding fraudulent conveyances, fraudulent transfers, and
preferential transfers; and (ii) the limitations imposed by general principles
of equity (regardless of whether such enforceability is considered in a
proceeding at law or in equity).
To the extent that this opinion relates to the laws of any jurisdiction
other than the State of New York and the corporate laws of the State of
Delaware, we have relied upon the opinions of each of Stewart McKelvey Stirling
Scales, Daschbach, Cooper, Hotchkiss & Csatari and Advokatfirman Lindahl KB
regarding their respective jurisdictions. The opinions expressed herein are
based upon the law and circumstances as they are in effect or exist on the date
of effectiveness of the Registration Statement, and we assume no obligation to
revise or supplement this letter in the event of future changes in the law or
interpretation thereof with respect to circumstances or events that may occur
subsequent to the date of effectiveness of the Registration Statement.
Based upon the foregoing examination and assumptions and in reliance
thereon, it is our opinion that the Exchange Units, related Exchange Notes and
related Guarantees, when issued in accordance with the terms of the Indenture,
duly executed by the Issuers and the Subsidiary Guarantors (as the case may be),
duly authenticated by the Trustee, (with respect to the Exchange Units and
related Exchange Notes) and delivered against exchange of the Units, related
Notes and related Guarantees in accordance with the terms set forth in the
Prospectus that forms a part of the Registration Statement, will constitute
legal and binding obligations of the Issuers and the Subsidiary Guarantors (as
the case may be) under the laws of the State of New York.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and we further consent to the use of our name under the
caption "Legal Matters" in the Prospectus that forms a part of the Registration
Statement. In giving this consent, we do not thereby admit that we are within
the category of persons whose consent is required to be filed with the
Registration Statement under the provisions of the Securities Act or the rules
and regulations promulgated thereunder.
Very truly yours,
/s/ MORGAN, LEWIS & BOCKIUS LLP
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EXHIBIT A
[Letterhead of Stewart McKelvey Stirling Scales]
July 29, 2002
Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, New York 10178
Dear Sirs:
Re: Registration Statement on Form S-4 (No. 333-87648)
We have acted as New Brunswick counsel to Sport Maska Inc.(the
"CORPORATION"), a New Brunswick corporation, and its subsidiary SLM Trademark
Acquisition Canada Corporation (the "SUBSIDIARY"), a New Brunswick corporation,
in connection with (1) a guarantee from the Corporation of the obligations of
The Hockey Company (the "PARENT") dated April 3, 2002 and (2) a guarantee from
the Subsidiary of the obligations of the Parent and the Corporation dated
April 3, 2002. All capitalized terms, not otherwise defined herein, shall have
the meaning ascribed thereto in the Indenture.
EXAMINATIONS
In connection with the opinions set out below, we have examined executed
copies of each of the following documents:
1. the Indenture; and
2. the Sport Maska Guarantee and the Guarantee executed by the Subsidiary
(collectively, the "GUARANTEES").
In addition, we have also examined (i) the Resolutions of the Board of Directors
dated March 27, 2002 of each of the Corporation and the Subsidiary and (ii) the
Articles of Continuance and By-Laws, as amended, of each of the Corporation and
the Subsidiary (the "CHARTER DOCUMENTS").
LAW
The opinions hereinafter expressed are limited to the laws of the Province
of New Brunswick applicable therein applicable as of the date of this opinion
letter and accordingly, we express no opinion as to the laws of any other
jurisdiction.
OPINIONS
Based and relying upon the foregoing and subject to the limitations and
qualifications, if any, set out herein, we are of the opinion that:
1. The Indenture has been duly and validly authorized by each of the
Corporation and the Subsidiary.
2. The Guarantees made by each of the Corporation and the Subsidiary have been
duly and validly authorized by such party.
3. Neither the execution, delivery or performance by (i) the Corporation and
the Subsidiary of the Indenture, or (ii) the Corporation and the Subsidiary
of the Guarantees to which it is a party, nor the consummation of any
transactions contemplated therein will conflict with, violate, constitute a
breach of or a default (with the passage of time or otherwise) under
(i) the Charter Documents, or (ii) any law, rule or regulation of the
Province of New Brunswick.
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4. No consent, approval, authorization or order of any New Brunswick court or
New Brunswick governmental agency or body is required for the execution and
delivery by the Corporation or the Subsidiary of the Indenture or the
Guarantees to which they are a party.
*******
This opinion letter is delivered in connection with the transactions
contemplated by the Indenture and Guarantees and the filing of the Registration
Statement on Form S-4 (No. 333-87648) (the "REGISTRATION STATEMENT"). We hereby
consent to the filing of this opinion as an Exhibit to the Registration
Statement. In giving this consent, we do not thereby admit that we are within
the category of persons whose consent is required to be filed with the
Registration Statement under the provisions of the Securities Act of 1933, as
amended, or the rules and regulations promulgated thereunder.
Yours truly,
/s/ Stewart McKelvey Stirling Scales
STEWART MCKELVEY STIRLING SCALES
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EXHIBIT B
[Letterhead of Daschbach, Cooper, Hotchkiss & Csatari, P. A.]
August 13, 2002
Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, New York 10178
Re: Maska U.S., Inc.--Guarantee under Indenture, dated as of April 3, 2002,
among The Hockey Company, Sport Maska Inc.,
The Bank of New York, as trustee, and other guarantors
Ladies and Gentlemen:
We have acted as special local counsel in the State of Vermont to Maska
U.S., Inc. (the "Company") in connection with the preparation, execution and
delivery of certain documents securing the obligations under the Indenture,
dated as of April 3, 2002 (the "Indenture"), among The Hockey Company, Sport
Maska Inc., The Bank of New York, as trustee (the "Trustee"), and the
Guarantors, as defined therein. Unless otherwise defined herein, terms defined
in the Indenture are used herein as therein defined.
In connection with this opinion, we have examined originals or copies of,
among other things, the following documents: (i) the Indenture (including the
form of Parent Note, form of Subsidiary Issuer Note and form of Unit contained
therein) and (ii) the form of Guarantee, pursuant to which the Company, jointly
and severally, fully and unconditionally guarantees, on a senior secured basis,
to each holder of the Notes and the Trustee, the payment and performance of The
Hockey Company's and Sport Maska Inc.'s obligations under the Indenture and the
Notes.
We have further reviewed the Consent of the Company's Board of Directors to
Action Taken in Lieu of Meeting dated March 7, 2002. Based upon our review of
this document, it is our opinion that:
A. The Indenture has been duly and validly authorized by the Company and, when
executed by the Company, was duly executed, issued and delivered and is a
legal, valid and binding obligation of the Company.
B. The Guarantee made by the Company has been duly and validly authorized by
the Company and, when executed by the Company, was duly executed, issued and
delivered and is a legal, valid and binding obligation of the Company.
Our opinions are based solely upon the existing laws of the State of
Vermont, and we express no opinion as to the laws or regulations of any
jurisdiction other than the State of Vermont which may be applicable to the
transaction or documents referred to herein.
We hereby consent to the filing of this opinion as an Exhibit to the filing
by Morgan, Lewis & Bockius, LLP of the Registration Statement on Form S-4 (No.
333-87648) (the "Registration Statement"). In giving this consent, we do not
thereby admit that we are within the category of persons whose consent is
required to be filed with the Registration Statement under the provisions of the
Securities Act of 1933, as amended, or the rules and regulations promulgated
thereunder.
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Very truly yours,
Daschbach, Cooper, Hotchkiss & Csatari, P.A.
By: /s/ Darrell Hotchkiss
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Darrell Hotchkiss
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EXHIBIT C
[Letterhead of Advokatfirman Lindahl KB]
To
Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, New York 10178
Stockholm 13th August 2002
85020/014:6
Dear Sirs,
We have been asked to render a legal opinion as Swedish legal advisors with
regard to the Guarantees and the Indenture (as defined below) entered into in
connection with the issuance of 11 1/4% Senior Secured Note Units due 2009 by
The Hockey Company and Sport Maska Inc. (together the "ISSUERS"). The Units were
issued pursuant to the Indenture (the "INDENTURE") dated as of 3rd April 2002 by
and among the Issuers, the Subsidiary Guarantors parties thereto and The Bank of
New York as Trustee. Except as otherwise defined herein, all terms used herein
and defined in the Indenture shall have the meanings ascribed to them therein.
1. DOCUMENTS
For purposes of this opinion, we have examined:
(A) an executed copy of the Indenture including the guarantees (the
"GUARANTEES") executed by Jofa Holding AB (corporate identity no
556457--7335)("JOFA HOLDING") and Jofa AB (corporate identity no
556563-7328)("JOFA") (together the "COMPANIES");
(B) certified copies of minutes of an extraordinary general meeting of each
of Jofa Holding and Jofa dated 2nd April 2002 approving the arrangements
contemplated by the Guarantees; and
(C) certified copies of resolutions and minutes from meetings of the board
of directors of each of Jofa Holding and Jofa dated 2nd April 2002
approving the arrangements contemplated by the Guarantees and authorising
their execution, delivery and performance.
The documents listed under (a)-(c) above are hereinafter referred to as the
"DOCUMENTS".
2. ASSUMPTIONS
We have assumed:
(i) that the Documents are or will be duly authorised, executed and
delivered by or on behalf of, and are within the capacity and powers of,
each of the parties thereto other than the Companies;
(ii) the genuineness of all signatures and the authenticity and completeness
of all Documents submitted to us and, the conformity to authentic
original Documents of all Documents submitted to us as certified,
conformed, photostatic or facsimile copies and the conformity of
Documents examined by us as draft Documents to Documents in their
finally agreed form;
(iii) the accuracy and completeness of all factual representations contained
in Documents produced to us, and have therefore made no independent
investigation thereof;
(iv) that all Documents, authorisations, powers and authorities produced to
us remain in full force and effect and have not been amended or
affected by any subsequent action not disclosed to us;
(v) that all parties to the Documents other than the Companies are duly
formed and validly existing under the relevant jurisdictions;
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(vi) that the Indenture and the Guarantees are legal, valid and binding
under the laws of the State of New York by which they are expressed to
be governed;
(vii) that all necessary consents, authorisations and approvals whatsoever
required in any relevant jurisdiction (other than Sweden) for the
execution and performance of the Documents by each of the parties
thereto have been, or will be obtained and that all necessary notices,
filings, registrations and recordings required in any applicable
jurisdiction (other than Sweden) in respect of the Documents have been,
or will be, given or effected in accordance with the laws and
regulations of every such applicable jurisdiction;
(viii) that none of the Companies has passed a winding-up or bankruptcy
resolution, that no petition has been presented or order made by a
court for the winding-up, bankruptcy, dissolution, composition or
administration of either of the Companies and that no receiver,
trustee, administrator or similar officer has been appointed in
relation to any of the Companies or any such Company's assets or
revenues (according to information received verbally on 2nd April 2002
from officials of the district courts where each Company is
incorporated neither of the Companies has been declared bankrupt nor
has any liquidator been appointed for any of them).
3. OPINION
On the basis of the foregoing and subject to the limitations, qualifications
and reservations hereinafter set forth, we are of the opinion that so far as the
present laws of Sweden are concerned:
(A) AUTHORISATIONS
Each of Jofa Holding and Jofa has taken all necessary action to validly
execute and deliver the Indenture and the Guarantees.
(B) DULY EXECUTED
The Indenture and each of the Guarantees has been duly executed and
delivered by or on behalf of each of Jofa Holding and Jofa and each of the
obligations expressed to be assumed by each of Jofa Holding and Jofa
constitutes a legal, valid and binding obligation on it enforceable under
the laws of Sweden.
4. LIMITATIONS, QUALIFICATIONS AND RESERVATIONS
The foregoing opinion is subject to the following limitations,
qualifications and reservations:
(a) anything contained in this opinion is subject to all limitations
resulting from bankruptcy, insolvency, liquidation, reorganisation and
similar laws affecting the rights of creditors generally;
(b) pursuant to the Swedish Contracts Act (SW: LAG (1915:218) OM AVTAL OCH
ANDRA RATTSHANDLINGAR PA FORMOGENHETSRATTENS OMRADE), the terms of an
agreement may be modified or set aside by a court to the extent that such
terms are deemed to create unreasonable results even if the circumstances
giving rise thereto have arisen after the agreement was entered into;
(c) the availability of equitable remedies, including but not limited to
injunction and specific performance, is restricted under Swedish law and
is at the discretion of the court;
(d) Swedish courts may award judgments in currencies other than Swedish
Kronor, but the judgment debtor has the right to pay the judgment debt,
even though denominated in a foreign currency, in Swedish Kronor at the
rate of exchange prevailing at the date of payment; the obligation to pay
a debt denominated in a foreign currency can be enforced only in Swedish
Kronor at the rate of exchange prevailing at the date of enforcement;
choice of
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currency provisions may not under Swedish law constitute a right to
refuse payment in Swedish Kronor;
(e) the enforcement of the rights of a party under an agreement may be
limited by general time bar provisions or the doctrine of laches (i.e.
the failure to promptly assert a claim);
(f) the taking of proceedings in other jurisdictions may preclude the taking
of simultaneous proceedings in Sweden, if the claims and the parties,
respectively, in the proceedings are substantially identical;
(g) repossession of property may only be carried out by the local
enforcement authorities, unless the party in possession of the property
voluntarily gives up possession at the time repossession is made;
(h) provisions in the Documents specifying that provisions thereof may only
be amended or waived in writing may not be enforceable to the extent that
an oral agreement or an agreement implied by trade practice or course of
conduct has been created modifying provisions of the Documents;
(i) when enforcing the security created by an assignment, mortgage, pledge
or other agreement the party enforcing such security, including its
agents and any receiver appointed by him, is under a fiduciary duty to
protect the interests of the party which has provided the security; the
duty includes an obligation to notify such party of any sale of the
collateral and to account for the proceeds of such sale; provisions in
the Swedish Contracts Act prevent the enforcing party from foreclosing
the security by taking over ownership of the collateral without
accounting for the value thereof;
(j) the right to recover damages may be limited to the extent the aggrieved
party could have avoided damages by reasonable efforts;
(k) whether the performance of a specific undertaking entered into by a
Swedish limited liability company will contravene the provision on the
distribution of assets (Chapter 12, Section 2 of the Swedish Companies
Act) may depend on whether it was made for business reasons so as to
involve corporate benefit for each of the Companies, the absence of which
will have the effect that the performance of the undertaking, or part
thereof, will contravene such provision to the extent that it would
result in a payment exceeding the company's distributable profits, i.e.
the unrestricted equity of each of the Companies. We do not however
express any opinion as to whether any of the Companies can derive
corporate benefit by entering into the Documents;
(l) where any party is vested with a discretion or may determine a matter in
its opinion, Swedish law may require that such discretion is exercised in
good faith or that such opinion is based on reasonable grounds; and
(m) a provision that a certain determination is conclusive and binding will
not prevent judicial enquiry into the merits of any claim by the
aggrieved party.
5. MISCELLANEOUS
The opinion expressed herein is strictly limited to the matters stated
herein and is not to be read as extending by implication to any other matters in
connection with the Guarantees and the Indenture. In particular, no opinion is
expressed as to any effects or implications of tax legislation on the
transactions contemplated by the Guarantees and the Indenture referred to herein
or as to any consequential effects or implications thereof.
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This opinion is limited to matters of Swedish law as presently in force, and
no opinion is expressed or should be read as extending by implication or
otherwise as to the laws of any other jurisdiction.
This opinion is rendered in the Kingdom of Sweden and is given on the basis
that it will be governed by and construed in accordance with Swedish law.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement on Form S-4 (No. 333-87648). In giving this consent, we
do not thereby admit that we are within the category of persons whose consent is
required to be filed with the Registration Statement under the provisions of the
Securities Act of 1933, as amended, or the rules and regulations promulgated
thereunder.
This opinion replaces our opinion dated 26th July 2002 (85020/014:4) in the
same matter.
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Yours faithfully,
ADVOKATFIRMAN LINDAHL KB
/s/ Eva Borjesson /s/ Lars-Henrik Andersson
Eva Borjesson Lars-Henrik Andersson
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