Exhibit 5.1
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
FOUR TIMES SQUARE
NEW YORK, NEW YORK 10036
(212) 735-3000
October __, 2003
Warnaco Inc.
501 Seventh Avenue
New York, New York 10018
Re: Warnaco Inc., The Warnaco Group, Inc., 184 Benton Street Inc.,
A.B.S. Clothing Collection, Inc., Abbeville Manufacturing
Company, Authentic Fitness Corporation, Authentic Fitness
On-Line, Inc., Authentic Fitness Products Inc., Authentic
Fitness Retail Inc., CCC Acquisition Corp., C.F. Hathaway
Company, Calvin Klein Jeanswear Company, CKJ Holdings, Inc.,
Designer Holdings Ltd., Gregory Street, Inc., Jeanswear
Holdings, Inc., Kai Jay Manufacturing Company, Myrtle Avenue,
Inc., Outlet Holdings, Inc., Outlet Stores, Inc., Penhaligon's
by Request, Inc., Rio Sportswear, Inc., Ubertech Products,
Inc., Warnaco International, L.L.C., Warnaco Men's Sportswear
Inc., Warnaco Puerto Rico, Inc., Warnaco Sourcing Inc.,
Warnaco U.S., Inc. and Warner's de Costa Rica Inc.
Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as special counsel to Warnaco Inc., a Delaware
corporation (the "Company"), and each of the DE/CA Guarantors (as defined
herein), in connection with the public offering of $210,000,000 aggregate
principal amount of the Company's 8 7/8% Senior Notes due 2013 (the "Exchange
Notes"). The Indenture, dated as of June 12, 2003 (the "Indenture"), by and
among the Company, the Guarantors named therein (the "Guarantors") and Wells
Fargo Bank Minnesota, National Association, as Trustee (the "Trustee"), provides
for the guarantee of the Exchange Notes by each of the Guarantors that are
incorporated or formed pursuant to the laws of the State of Delaware or the
State of California and identified on Schedule I hereto (the "DE/CA Guarantors")
and the Guarantor other than the DE/CA Guarantors identified on Schedule II
hereto (the "Non-DE/CA Guarantor"), to the extent set forth in the Indenture
(the guarantees by the DE/CA Guarantors, the "DE/CA Guarantees," the guarantee
by the Non-DE/CA Guarantor, the "Non-DE/CA Guarantee," and the DE/CA Guarantees
together with the Non-DE/CA Guarantee, the "Guarantees"). The Exchange Notes are
to be issued
Warnaco Inc.
October __, 2003
Page 2
pursuant to an exchange offer (the "Exchange Offer") in exchange for a like
principal amount of the issued and outstanding 8 7/8% Senior Notes due 2013 of
the Company (the "Original Notes") under the Indenture, as contemplated by the
Registration Rights Agreement, dated as of June 12, 2003 (the "Registration
Rights Agreement"), by and among the Company, the Guarantors and the Initial
Purchasers named therein.
This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of
1933, as amended (the "Act").
In connection with this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of (i) the
Registration Statement on Form S-4 (File No. 333-107788) relating to the
Exchange Notes and the Guarantees, filed with the Securities and Exchange
Commission (the "Commission") on August 8, 2003 under the Act and Amendment No.
1 to the Registration Statement on Form S-4 filed with the Commission on the
date hereof under the Act (the registration statement as so amended, the
"Registration Statement"); (ii) an executed copy of the Registration Rights
Agreement; (iii) an executed copy of the Indenture; (iv) the Amended and
Restated Certificate of Incorporation of the Company; (v) the By-Laws of the
Company; (vi) certain resolutions adopted by the Board of Directors of the
Company relating to the Exchange Offer, the issuance of the Original Notes and
the Exchange Notes, the Indenture and related matters; (vii) the certificate of
incorporation (or other constituent documents, as applicable) and by-laws (or
limited liability company agreements or operating agreements, as applicable) of
each of the DE/CA Guarantors; (viii) certain resolutions of the Board of
Directors or Members, as applicable, of each of the DE/CA Guarantors relating to
the Exchange Offer, the issuance of the guarantees of the Original Notes and the
issuance of the DE/CA Guarantees, the Indenture and related matters; (ix) the
Statement of Eligibility and Qualification of the Trustee on Form T-1 under the
Trust Indenture Act of 1939, as amended, filed as an exhibit to the Registration
Statement; and (x) the form of the Exchange Notes. We have also examined
originals or copies, certified or otherwise identified to our satisfaction, of
such records of the Company and the Guarantors and such agreements, certificates
of public officials, certificates of officers or other representatives of the
Company, the Guarantors and others, and such other documents, certificates and
records as we have deemed necessary or appropriate as a basis for the opinions
set forth herein.
In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed, facsimile, electronic or
photostatic copies and the authenticity of the originals of such copies. In
making our examination of documents executed or to be executed, we have assumed
that the parties thereto, other than the Company and the DE/CA Guarantors, had
or will have the power, corporate or other, to enter into and perform all
obligations thereunder and have also assumed the due authorization by all
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October __, 2003
Page 3
requisite action, corporate or other, and execution and delivery by such parties
of such documents and, except as to the Non-DE/CA Guarantor with respect to the
Non-DE/CA Guarantee, the validity and binding effect thereof on such parties. We
have also assumed that the Non-DE/CA Guarantor has been duly organized and is
validly existing in good standing under the laws of its jurisdiction of
organization and that the Non-DE/CA Guarantor has complied with all aspects of
applicable laws of its jurisdiction of organization in connection with the
Exchange Notes, the Guarantees, the Registration Rights Agreement and the
Indenture. As to any facts material to the opinion expressed herein that we did
not independently establish or verify, we have relied upon statements and
representations of officers and other representatives of the Company, the
Guarantors and others.
Our opinion set forth herein is limited to the Delaware
corporate law and the laws of the State of New York and the State of California,
that, in our experience, are normally applicable to transactions of the type
contemplated by the Exchange Offer and, to the extent that judicial or
regulatory orders or decrees or consents, approvals, licenses, authorizations,
validations, filings, recordings or registrations with governmental authorities
are relevant, to those required under such laws (all of the foregoing being
referred to as "Opined on Law"). We do not express any opinion with respect to
the law of any jurisdiction other than Opined on Law or as to the effect of any
such non-opined on law on the opinions herein stated.
Based upon and subject to the foregoing and the limitations,
qualifications, exceptions and assumptions set forth herein, we are of the
opinion that when the Registration Statement becomes effective and the Exchange
Notes (in the form examined by us) have been duly executed and authenticated in
accordance with the terms of the Indenture and have been delivered upon
consummation of the Exchange Offer against receipt of Original Notes surrendered
in exchange therefor in accordance with the terms of the Exchange Offer, the
Exchange Notes and the Guarantees will constitute valid and binding obligations
of the Company and each of the Guarantors, respectively, enforceable against the
Company and each of the Guarantors, respectively, in accordance with their
terms, except to the extent that enforcement thereof may be limited by (1)
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
other similar laws now or hereafter in effect relating to creditors' rights
generally and (2) general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in equity).
In rendering the opinion set forth above, we have assumed that
the execution and delivery by the Company of the Indenture and the Exchange
Notes, the execution and delivery by each of the Guarantors of the Indenture and
the performance by each of the Company and the Guarantors of its respective
obligations thereunder do not and will not violate, conflict with or constitute
a default under any agreement or instrument to which the Company or the
Guarantors or their properties are subject, except that we do not make this
assumption for those agreements and instruments which have
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Page 4
been identified to us by the Company and the Guarantors as being material to
them and which are listed as exhibits in Part II of the Registration Statement.
We hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement. We also consent to the
reference to our firm under the caption "Legal Matters" in the prospectus
included in the Registration Statement. In giving this consent, we do not
thereby admit that we are included in the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Commission.
Very truly yours,
/s/ SKADDEN, ARPS, SLATE,
MEAGHER & FLOM LLP
Schedule I - DE/CA Guarantors
California
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A.B.S. Clothing Collection, Inc.
Delaware
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The Warnaco Group, Inc.
184 Benton Street Inc.
Abbeville Manufacturing Company
Authentic Fitness Corporation
Authentic Fitness Products Inc.
Authentic Fitness Retail Inc.
CCC Acquisition Corp.
C.F. Hathaway Company
Calvin Klein Jeanswear Company
CKJ Holdings, Inc.
Designer Holdings Ltd.
Gregory Street, Inc.
Jeanswear Holdings, Inc.
Kai Jay Manufacturing Company
Myrtle Avenue, Inc.
Outlet Holdings, Inc.
Outlet Stores, Inc.
Penhaligon's by Request, Inc.
Rio Sportswear, Inc.
Ubertech Products, Inc.
Warnaco International, L.L.C.
Warnaco Men's Sportswear Inc.
Warnaco Puerto Rico, Inc.
Warnaco Sourcing Inc.
Warnaco U.S., Inc.
Warner's de Costa Rica Inc.
Schedule II - Non-DE/CA Guarantor
Authentic Fitness On-Line, Inc.