KIRKLAND & ELLIS
PARTNERSHIP INCLUDING PROFESSIONAL CORPORATION
Citicorp Center
153 East 53rd Street
New York, New York 10022-4675
April 24, 1997
First Brands Corporation
83 Wooster Heights Road
Danbury, Connecticut 06813-1911
Re: Series B 7.25% Senior Notes due 2007
Gentlemen:
We have acted as special counsel to First Brands Corporation, a
Delaware corporation (the "Company"), in connection with the proposed
registration under the Securities Act of 1933, as amended (the "Securities
Act"), of $150,000,000 principal amount of Series B 7.25% Senior Notes due 2007
(the "Exchange Notes") for the purpose of effecting an exchange offer (the
"Exchange Offer") for the Company's 7.25% Senior Notes due 2007 (the "Notes").
In connection therewith, we have examined and relied upon the original,
or copies certified or otherwise identified to our satisfaction, of: (i) the
Restated Certificate of Incorporation and By-Laws of the Company; (ii) minutes
and records of the corporate proceedings of the Company with respect to the
issuance and sale of the Exchange Notes; (iii) the registration statement
regarding the registration of the Exchange Notes (the "Registration Statement")
and exhibits thereto; (iv) the form of indenture entered into between the
Company and The Bank of New York (the "Trustee") relating to the Notes (the
"Indenture"); and (v) such other documents, corporate records and other
instruments as we have deemed necessary for the expression of the opinions
contained herein.
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 Company, and the due authorization, execution and
delivery of all documents by the parties thereto other than the Company.
It is our opinion that when, as and if (i) the Registration Statement
shall have become effective pursuant to the provisions of the Securities Act,
(ii) the Indenture shall have been qualified pursuant to the provisions of the
Trust Indenture Act of 1939, as amended, (iii) the Notes shall have been validly
tendered to the Company and (iv) the Exchange Notes shall have been issued in
the form and containing the terms described in the Registration Statement, the
Indenture, the resolutions of the Company's Board of Directors (and any
authorized committee thereof) authorizing the foregoing and any legally required
consents, approvals, authorizations and other order of the Commission and any
other regulatory authorities to be obtained, the Exchange Notes when issued
pursuant to the Exchange Offer will be legally issued, fully paid and
nonassessable and will constitute binding obligations of the Company.
Our opinions as herein expressed are subject to the following
qualifications:
(a) our opinions are subject to the effect of applicable bankruptcy,
reorganization, insolvency, moratorium, fraudulent conveyance or transfer or
other laws of general applicability relating to or affecting the enforcement of
creditors' rights from time to time in effect and to general principles of
equity;
(b) provisions in the Indenture and the Exchange Notes deemed to impose
the payment of interest on interest may be unenforceable, void or voidable under
applicable law;
(c) requirements in the Indenture and the Exchange Notes specifying
that the provisions thereof may only be waived in writing may not be valid,
binding or enforceable to the extent that an oral or implied agreement by trade
practice or course of conduct has been created modifying any provision of such
documents;
(d) we express no opinion as to the enforceability of the
indemnification provisions of the Indenture and the Notes insofar as said
provisions might require indemnification with respect to any litigation against
the Company determined adversely to the Trustee, or any loss, cost or expense
arising out of the Trustee's gross negligence or willful misconduct or any
violation by such trustee of statutory duties, general principles or equity or
public policy; and
(e) we express no opinion with respect to indemnification or
contribution obligations which contravene public policy including, without
limitation, indemnification or contribution obligations which arise out of
failure to comply with applicable state or federal securities law.
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 section
titled "Legal Matters" in the Registration Statement.
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 Notes.
We are admitted to practice law in the State of New York, and we
express no opinions as to matters under or involving any laws other than the
laws of the State of New York, the federal laws of the United States of America
and the General Corporation Law of the State of Delaware.
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