Exhibit 5
MORGAN, LEWIS & BOCKIUS LLP
101 Park Avenue
New York, New York 10178
October 25, 1996
LIFESTYLE FURNISHINGS INTERNATIONAL LTD.
and the Guarantor Subsidiaries (as defined herein)
1300 National Highway
Thomasville, NC 27360
Re: Registration Statement on Form S-4 (No. 333-11905)
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Ladies and Gentlemen:
In connection with the Registration Statement on Form S-4 (the "Registration
Statement") of LIFESTYLE FURNISHINGS INTERNATIONAL LTD., a Delaware corporation
(the "Company), and certain subsidiaries of the Company (the "Guarantor
Subsidiaries", and collectively with the Company, the "Co-Registrants") which
the Co-Registrants have filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), we have been requested to render our opinion as to the legality of up to
$200,000,000 aggregate principal amount of the Company's 10 7/8% Senior
Subordinated Notes due 2006 (the "New Notes") and the related guarantees thereof
by the Guarantor Subsidiaries (the "Subsidiary Guaranties"). The New Notes are
to be issued in exchange for an equal aggregate principal amount of the
Company's outstanding 10 7/8% Senior Subordinated Notes due 2006 (the "Old
Notes") pursuant to the Exchange and Registration Rights Agreement dated as of
August 5, 1996 among the Company, the Guarantor Subsidiaries, and the Initial
Purchasers (as defined therein). The New Notes are to be issued by the Company
pursuant to the terms of an Indenture dated as of August 5, 1996 (the
"Indenture") among the Company, the Guarantor Subsidiaries, and IBJ Schroder
Bank & Trust, as trustee (the "Trustee").
In this regard, we have examined originals or copies certified or otherwise
identified to our satisfaction of (i) the Registration Statement, (ii) the
Indenture, (iii) the certificate or articles of incorporation and the by-laws of
each of the Company and the Guarantor Subsidiaries and (iv) records of certain
corporate proceedings of each of the Company and the Guarantor Subsidiaries
relating to, among other things, the issuance and sale of the Old Notes, and the
issuance and sale of the New Notes pursuant to an offer to exchange such New
Notes for all outstanding Old Notes, as described in the Registration Statement.
In addition, we have made such other examinations of law and fact as we
considered necessary in order to form a basis for the opinion hereinafter
expressed.
In our examination of the aforesaid documents, we have assumed without
independent investigation the genuiness of all signatures, the legal capacity of
all individuals who have executed any of the documents, the authenticity of all
documents submitted to us as originals, the conformity to the original documents
of all documents submitted to us as certified, reproduced or conformed copies
and the authenticity of all such documents. We have also assumed that the
Indenture has been duly authorized, executed and delivered by the Company and
each Guarantor Subsidiary, and that the terms of the Old Notes and of the New
Notes have been established in accordance with the terms thereof. In addition,
we have assumed that the Indenture has been duly authorized, executed and
delivered by the Trustee and constitutes the legal, valid and binding agreement
of the Trustee.
In rendering the opinion set forth below, we have assumed that the new notes and
the Subsidiary Guarantees will be issued as described in the Registration
Statement.
Based upon the foregoing examination and assumptions and in reliance thereon, it
is our opinion that when the New Notes are issued in accordance with the terms
of the Indenture, duly executed by the Company, duly authenticated by the
Trustee, and issued and delivered against exchange of the Old Notes in
accordance with the terms set forth in the prospectus that forms a part of the
Registration Statement, such New Notes and the Subsidiary Guaranties will
constitute the legal, valid and binding obligations of the Company and the
Guarantor Subsidiaries, respectively.
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
preferentials 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).
This opinion is limited to the federal laws of the United States of America
and the laws of the State of New York. The opinions expressed herein are
based upon the law and circumstances as they are in effect or exist on the
date hereof, 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
hereof. We are expressing no opinion as to the effect of the laws of any
other jurisdiction.
We 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 Registration Statement and the prospectus which forms a
part thereof. In giving this consent, we do not admit that we are within the
category of persons whose consent is required under Section 7 of the Securities
Act or the Rules and Regulations of the Commission promulgated thereunder.
Very truly yours,
MORGAN, LEWIS & BOCKIUS LLP