EXHIBIT 5
[Weil, Gotshal & Manges Letterhead]
August 30, 1995
United Stationers Supply Co.
United Stationers Inc.
2200 East Golf Road
Des Plaines, Illinois 60016-1267
Ladies and Gentlemen:
We have acted as counsel to United Stationers Supply Co., an Illinois
corporation (the "Company"), and United Stationers Inc., a Delaware corporation
("United"), in connection with the preparation and filing by the Company and
United of a Registration Statement on Form S-1 (Registration No. 33-59811) (as
amended to date, the "Registration Statement") filed with the Securities and
Exchange Commission on June 2, 1995 under the Securities Act of 1933, as amended
(the "Act"), relating to $150,000,000 in aggregate principal amount of 12-3/4%
Senior Subordinated Notes due 2005 (the "New Notes") of the Company that may be
issued in exchange for a like principal amount of the issued and outstanding 12-
3/4% Senior Subordinated Notes due 2005 (the "Old Notes") of the Company. The
Company proposes to offer, upon the terms set forth in the Registration
Statement, to exchange $1,000 principal amount of New Notes for each $1,000
principal amount of Old Notes (the "Exchange Offer"). United, which owns all of
the issued and outstanding capital stock of the Company, will fully and
unconditionally guarantee (the "Guarantees") the New Notes on a senior
subordinated basis. The New Notes and Guarantees will be offered under an
Indenture dated as of May 3, 1995, by and among the Company, United, as
Guarantor, and The Bank of New York, as trustee (the "Indenture"). Terms
defined in the Registration Statement and not otherwise defined herein are used
herein with the meanings as so defined.
In so acting, we have examined originals or copies, certified or otherwise
identified to our satisfaction, of the Indenture, the form of the New Note filed
as an exhibit to the Registration Statement and such corporate records,
agreements, documents and other instruments, and such certificates or comparable
documents of public officials and
United Stationers Supply Co.
United Stationers Inc.
August 30, 1995
Page 2
of officers and representatives of the Company and United, and have made such
inquiries of such officers and representatives as we have deemed relevant and
necessary as a basis for the opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted
to us as originals, the conformity to original documents of documents submitted
to us as certified or photostatic copies and the authenticity of the originals
of such latter documents. As to all questions of fact material to this opinion
that have not been independently established, we have relied upon certificates
or comparable documents of officers and representatives of the Company and
United.
Based on the foregoing, and subject to the qualifications stated herein, we
are of the opinion that:
1. Assuming that the Indenture has been duly authorized, executed and
delivered by the parties thereto and that the issuance of New Notes upon
consummation of the Exchange Offer has been duly authorized by the Company, when
(i) the New Notes upon consummation of the Exchange Offer have been duly
executed by the Company and authenticated by the trustee therefor in accordance
with the terms of the Indenture and (ii) the New Notes issuable upon
consummation of the Exchange Offer have been duly delivered against receipt of
Old Notes surrendered in exchange therefor, the New Notes issuable upon
consummation of the Exchange Offer will constitute the legal, valid and binding
obligations of the Company, enforceable against it in accordance with their
terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and similar laws affecting creditors' rights and
remedies generally, and subject, as to enforceability, to general principles of
equity, including principles of commercial reasonableness, good faith and fair
dealing (regardless of whether enforcement is sought in a proceeding at law or
in equity), and subject to the qualification that we express no opinion as to
the effect on the New Notes of the laws of any jurisdiction other than the State
of New York, including laws which limit the rates of interest legally chargeable
or collectible.
United Stationers Supply Co.
United Stationers Inc.
August 30, 1995
Page 3
2. Assuming that the Indenture has been duly authorized, executed and
delivered by the parties thereto and that the Guarantees of New Notes upon
consummation of the Exchange Offer has been duly authorized by United, when (i)
the New Notes upon consummation of the Exchange Offer have been duly executed by
the Company and authenticated by the trustee therefor in accordance with the
terms of the Indenture and (ii) the New Notes issuable upon consummation of the
Exchange Offer have been duly delivered against receipt of Old Notes surrendered
in exchange therefor, the Guarantees of New Notes issuable upon consummation of
the Exchange Offer will constitute the legal, valid and binding obligations of
United, enforceable against it in accordance with their terms, subject to
applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and similar laws affecting creditors' rights and remedies generally,
and subject, as to enforceability, to general principles of equity, including
principles of commercial reasonableness, good faith and fair dealing (regardless
of whether enforcement is sought in a proceeding at law or in equity), and
subject to the qualification that we express no opinion as to the effect on the
Guarantees of New Notes of the laws of any jurisdiction other than the State of
New York, including laws which limit the rates of interest legally chargeable or
collectible.
The opinion herein is limited to the laws of the State of New York, and we
express no opinion as to the effect on the matters covered by this opinion of
the laws of any other jurisdiction.
This opinion is rendered solely for your benefit in connection with the
transactions described above. This opinion may not be used or relied upon by
any other person and may not be disclosed, quoted, filed with a governmental
agency or otherwise referred to without our prior written consent. We hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and the reference to this firm under the caption "Legal Matters" in
the Prospectus forming a part of the Registration Statement.
Very truly yours,
/s/ Weil, Gotshal & Manges