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EXHIBIT 5.1
To Call Writer Direct: [Kirkland & Ellis Letterhead]
312 861-2000
February 2, 1998
TransWestern Publishing Company LLC
TWP Capital Corp. II
8344 Clairemont Mesa Boulevard
San Diego, California 92111
Re: TransWestern Publishing Company LLC and TWP Capital Corp. II
9 5/8% Senior Subordinated Notes due 2007, Series B
Ladies and Gentlemen:
We are acting as special counsel to TransWestern Publishing Company LLC,
a Delaware limited liability company ("TransWestern"), and TWP Capital Corp. II,
a Delaware corporation ("Capital II," and together with TransWestern, the
"Issuers"), in connection with the proposed registration by the Issuers of up to
$100,000,000 in aggregate principal amount of the Issuer's 9 5/8% Senior
Subordinated Notes due 2007, Series B (the "Exchange Notes"), pursuant to a
Registration Statement on Form S-4 filed with the Securities and Exchange
Commission (the "Commission") on December 12, 1997 under the Securities Act of
1933, as amended (the "Securities Act") (such Registration Statement, as amended
or supplemented, is hereinafter referred to as the "Registration Statement"),
for the purpose of effecting an exchange offer (the "Exchange Offer") for the
Issuer's 9 5/8% Senior Subordinated Notes due 2007 (the "Old Notes"). The
Exchange Notes are to be issued pursuant to the Indenture (the "Indenture"),
dated November 12, 1997, by and among the Issuers and Wilmington Trust Company
(the "Trustee"), in exchange for and in replacement of the Issuer's outstanding
Old Notes, of which $100,000,000 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 corporate and organizational documents of the Issuers
(ii) minutes and records of the corporate proceedings of the Issuers with
respect to the issuance of the Exchange Notes, (iii) the Registration Statement
and exhibits thereto and (iv) the Registration Rights Agreement, dated November
12, 1997, by and among the Issuers and CIBC Oppenheimer Corp. and First Union
Capital Markets Corp.
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TransWestern Publishing Company LLC
TWP Capital Corp. II
February 2, 1998
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 Issuers, and the due authorization, execution and
delivery of all documents by the parties thereto other than the Issuers. 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 Issuers and others.
Based upon and subject to the foregoing qualifications, assumptions and
limitations and the further limitations set forth below, we are of the opinion
that:
(1) TransWestern is a limited liability company existing and in good
standing under the Limited Liability Company Act of the State of Delaware and
Capital II is a corporation existing and in good standing under the General
Corporation law of the State of Delaware.
(2) The sale and issuance of the Exchange Notes has been validly
authorized by the Issuers.
(3) When, as and if (i) the Registration Statement becomes effective
pursuant to the provisions of the Securities Act, (ii) the Indenture has been
qualified pursuant to the provisions of the Trust Indenture Act of 1939, as
amended, (iii) the Old Notes have been validly tendered to the Issuers (iv) the
Exchange Notes have been issued in the form and containing the terms described
in the Registration Statement, the Indenture, the resolutions of Capital II's
Board of Directors (or authorized committee thereof) and the Manager of
TransWestern authorizing the foregoing and any legally required consents,
approvals, authorizations and other order of the Commission and any other
regulatory authorities to be obtained and (v) the Exchange Notes have been
authenticated by the Trustee, the Exchange Notes when issued pursuant to the
Exchange Offer will be legally issued, fully paid and nonassessable and will
constitute valid and binding obligations of the Issuers.
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TransWestern Publishing Company LLC
TWP Capital Corp. II
February 2, 1998
Page 3
Our opinions expressed above are 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), (iii)
public policy considerations which may limit the rights of parties to obtain
certain remedies and (iv) any laws except the laws of the State of New York, the
Limited Liability Company Act of the State of Delaware (in the case of
TransWestern) and the General Corporation Law of the State of Delaware (in the
case of Capital II). We advise you that issues addressed by this letter may be
governed in whole or in part by other laws, but we express no opinion as to
whether any relevant difference exists between the laws upon which our opinions
are based and any other laws which may actually govern. For purposes of the
opinions in paragraph 1, we have relied exclusively upon certificates issued by
the Delaware Secretary of State and such opinions are not intended to provide
any conclusion or assurance beyond that conveyed by such certificates. We have
assumed without investigation that there has been no relevant change or
development between the respective dates of such certificates and the date of
this letter.
We hereby consent to the filing of this opinion 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 Securities Act of the rules and regulations of
the Commission.
We do not find it necessary for the purposes of this opinion, and
accordingly we do not purport to cover herein, the application of the securities
or "Blue Sky" laws of the various states to the issuance of the Exchange Notes.
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 Delaware or New York be changed by legislative action,
judicial decision or otherwise.
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TransWestern Publishing Company LLC
TWP Capital Corp. II
February 2, 1998
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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 purposes.
Yours very truly,
/s/ Kirkland & Ellis
KIRKLAND & ELLIS