September 26, 1997
Jevic Transportation, Inc.
600 Creek Road
Delanco, NJ 08075
Re: Registration Statement on Form S-1
(Registration No. 33-33469)
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Ladies and Gentlemen:
We have acted as special counsel to Jevic Transportation, Inc. a New Jersey
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of a public offering (the
"Offering") of up to 3,800,000 shares (the "Primary Shares") of
the Company's Common Stock, no par value (the "Common Stock"), and up to an
additional 570,000 shares of Common Stock (the "Additional Shares" and, together
with the Primary Shares, the "Shares") subject to an over-allotment option which
may be sold by certain shareholders of the Company (the "Selling Shareholders").
The opinion is delivered in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Act.
We have examined originals or copies, certified or otherwise identified to
our satisfaction, of (i) the Registration Statement on Form S-1 originally filed
under the Act with the Securities and Exchange Commission (the "Commission") on
August 13, 1997, Amendment No. 1 thereto filed on September 17, 1997 ("Amendment
No. 1") and Amendment No. 2 thereto filed on September 26, 1997 (as so amended
the "Registration Statement"); (ii) the form of underwriting agreement, filed as
Exhibit 1 to Amendment No. 1 to the Registration Statement (the "Underwriting
Agreement"), to be entered into by and among the Company, the Selling
Shareholders and BT Alex Brown, Incorporated, William Blair & Company and
Schroder & Co. Inc. (the "Underwriters"); (iii) the Company's Certificate of
Incorporation and By-Laws, as in effect on the date hereof; (iv) the form of the
Company's Restated Certificate of Incorporation and amended By-Laws, to become
effective prior to the Registration Statement being declared
Jevic Transportation, Inc.
September 26, 1997
Page 2
effective by the Commission; (v) certain resolutions of the Board of Directors
of the Company relating to, among other things, the issuance of the Primary
Shares; (vi) a specimen certificate representing the shares of Common Stock; and
(vi) such other documents as we have deemed necessary or appropriate as a basis
for the opinions set forth below.
In our examination, we have assumed the legal capacity of all natural
person, the genuineness of all signatures, the authenticity of all documents
submitted to us as certified or photostatic copies and the authenticity of the
originals of such latter documents. As to any facts material to the opinions
expressed herein which were not independently established or verified, we have
relied upon statements and representations of officers and other representatives
of the Company, the Selling Shareholders and others. In addition, we have
assumed (a) that prior to the consummation of the Offering, the Restated
Certificate of Incorporation filed as Exhibit 3.1 to Amendment No. 1 is filed
with the Secretary of State of the State of New Jersey and (b) the conformity of
the certificates representing the Shares to the form of the specimen thereof
examined by us and the due execution and delivery of such certificates.
Members of our firm are admitted to the Bar of the Commonwealth of
Pennsylvania, and we express no opinion as to the laws of any other jurisdiction
other than the Federal laws of the United States of America.
Based upon and subject to the foregoing, we are of the opinion that:
1. When (i) the Board of Directors of the Company authorizes the price per
Primary Share , (ii) the duly appointed officers of the Company and the Selling
Shareholders execute and deliver the Underwriting Agreement and (iii) the
Primary Shares are issued and delivered against payment therefor in accordance
with the terms of the Underwriting Agreement, the Primary Shares will be duly
authorized,validly issued, fully paid and nonassessable.
2. When the Selling Shareholders execute the conversion notice on
certificates for 570,000 shares of Class A Common Stock and deliver such
certificates to the Company for conversion of such shares into the Additional
Shares, the Additional Shares will be duly authorized, validly issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Opinions" in the prospectus
Jevic Transportation, Inc.
September 26, 1997
Page 3
filed as part of the Registration Statement. In giving such consent, we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Act or the Rules and Regulations promulgated thereunder.
This opinion is furnished by us, as your special counsel, in connection
with the filing of the Registration Statement and, except as provided in the
immediately preceding paragraph, is not to be used, circulated, quoted or
otherwise referred to for any other purpose without our express written
permission or relied upon by any other person.
Very truly yours,
PEPPER, HAMILTON & SCHEETZ LLP