1
Exhibit 5.1
August 29, 2000
Huntsman Packaging Corporation
500 Huntsman Way
Salt Lake City, Utah 84108
Ladies and Gentlemen:
We have acted as counsel to Huntsman Packaging Corporation, a
Utah corporation (the "Company"), and Edison Plastics International, Inc.,
Huntsman Bulk Packaging Corporation, Huntsman Container Corporation
International, Huntsman Edison Films Corporation, Huntsman Film Products of
Mexico, Inc., Huntsman KCL Corporation, Huntsman Packaging of Georgia, Inc. and
Huntsman Packaging of Canada, LLC (collectively, the "Note Guarantors") in
connection with the issuance and delivery of (i) the Exchange Notes (as defined
below) by the Company and (ii) the Guarantees (as defined below) by the Note
Guarantors.
In connection with the preparation of this opinion letter and
as the basis for the opinions set forth below (the "Opinions"), we have made
such investigations of the laws of the State of Utah, the DGCL (as defined
below) and the laws of the United States of America as we have deemed relevant
and necessary, and we have examined such documents and records as we have deemed
relevant and necessary, including the following:
(a) a photocopy of the form of the 13% Senior Subordinated
Note due 2010 to be issued by the Company pursuant to the Registration Rights
Agreement and attached as Exhibit B to the Indenture (the "Exchange Notes");
(b) a photocopy of the form of Guarantee to be issued by each
of the Note Guarantors and attached as Exhibit E to the Indenture (collectively,
the "Guarantees"); and
(c) a photocopy of the articles of incorporation, the
certificate of incorporation, the articles of organization, the bylaws and/or
the operating agreement of each of
2
Huntsman Packaging Corporation
August 29, 2000
Page 2
the Companies (as defined below), certified to our satisfaction (collectively,
the "Charter Documents").
For purposes of this opinion letter, the following terms and
phrases have the following meanings:
(i) "Companies" means and is limited to the Company and all of
the Note Guarantors except Huntsman Packaging of Georgia, Inc.
(ii) "DGCL" means and is limited to the present published
General Corporation Law of the State of Delaware.
(iii) "internal laws of the State of Utah" means and is
limited to the laws of the State of Utah, excluding any provisions of Utah law
that might require the application of the law of any state or jurisdiction other
than the State of Utah.
(iii) "laws of the State of Utah" or "Utah law" means and is
limited to the present published statutes of the State of Utah, the
administrative rules and regulations of agencies of the State of Utah as
contained in the present published Utah Administrative Code, and the present
published decisions of the Utah Court of Appeals and the Utah Supreme Court.
(iv) "laws of the United States of America" or "federal law"
means and is limited to the present published statutes of the United States of
America, the rules and regulations as contained in the present published Code of
Federal Regulations and the present published decisions of the courts of the
United States of America.
(v) "Registration Statement" means and is limited to the
Registration Statement on Form S-4 filed by the Company and the Note Guarantors
(File No. 333-42008), as amended.
Based upon the examination described above, subject to the
assumptions, qualifications, limitations and exceptions set forth in this
opinion letter and under current interpretations of the laws of the State of
Utah, the DGCL and the laws of the United States of America, we are of the
opinion that:
1. Each of the Companies has the corporate or limited
liability company power and the corporate or limited liability company authority
to issue, execute and deliver each of the Exchange Notes or the Guarantee to
which it is a party and to perform its obligations under
3
Huntsman Packaging Corporation
August 29, 2000
Page 3
such Exchange Notes or Guarantee, as the case may be, and the issuance,
execution and delivery of each such Exchange Note or Guarantee and the
performance by each of the Companies of its obligations as specified in such
Exchange Note or Guarantee have been duly authorized by all requisite corporate
or limited liability company action on the part of each of the Companies.
2. The execution and delivery by each of the Companies of the
Exchange Notes or the Guarantee to be executed by it and the performance by each
of the Companies of its obligations under such Exchange Notes or Guarantee, as
the case may be, will not (a) result in a violation of Utah law or the DGCL, or
(b) conflict with, result in a breach or violation of, or constitute a default
or event of default under the Charter Documents.
The Opinions are predicated upon and are limited by the
matters set forth in the Opinions and are further subject to the qualifications,
exceptions, assumptions and limitations set forth below:
A. We are licensed to practice law in the State of Utah, and,
while we are not licensed to practice law in the State of Delaware, we are
generally familiar with the DGCL. As a result, the Opinions are subject to the
following:
(i) The Opinions are limited to the laws of the State
of Utah, the DGCL and the laws of the United States of
America. We express no opinion as to local laws or the laws of
any other state or country.
(ii) Other than the DGCL and the laws of the United
States of America, to the extent that any Opinions relate to
matters that may be governed by the laws of any jurisdiction
other than the State of Utah, we have assumed, with your
understanding and authorization, that the internal laws of the
State of Utah would apply for purposes of such Opinions.
(iii) Our duties and responsibilities with respect to
this opinion letter shall at all times and in all respects be
governed by and construed solely in accordance with the
internal laws of the State of Utah.
B. For purposes of this opinion letter we have assumed that
each of the Companies has complied with (i) the provisions of the securities
laws, "blue sky" laws, securities regulations, and/or securities rules of the
State of Utah and the United States of America (collectively, the "Securities
Laws"), and we expressly except from this opinion letter any
4
Huntsman Packaging Corporation
August 29, 2000
Page 4
opinion or confirmation concerning the need for or compliance by any party, and
in particular by the Companies, with the Securities Laws.
C. The Opinions that relate to specific agreements or
documents relate to the specified agreements or documents, and do not extend to
documents, agreements or instruments referred to in such agreements or documents
(even if incorporated therein by reference), or to any exhibits, annexes or
schedules that are not expressly identified in this opinion letter as having
been examined by us.
D. In rendering the Opinions, we have assumed (i) the
genuineness of all signatures, (ii) the capacity and the authority of all
individuals executing documents (other than officers of the Companies), (iii)
the conformity to the original documents of all photocopies or facsimile copies
submitted to us, whether certified or not, and (iv) the authenticity of all
documents submitted to us as originals.
E. As to factual matters which are material to the Opinions,
we have relied upon (i) statements or assurances made to us by governmental
authorities or by representatives of one or more of the Companies, (ii) the
factual circumstances of the transactions contemplated by the Exchange Notes and
the Guarantees, and (iii) the factual statements with respect to one or more of
the Companies contained in the Registration Statement. The Opinions assume the
accuracy and completeness of such factual matters. Except as expressly set forth
in this opinion letter, we have not investigated or verified such factual
matters and do not opine as to or confirm the accuracy or completeness of such
matters of fact. Nevertheless, nothing has come to our attention that causes us
to believe that our reliance upon such factual matters was not reasonable under
the circumstances.
F. The Opinions are limited to those expressly stated and no
other opinions should be implied.
I. The Opinions are as of the date of this opinion letter and
we assume no obligation to update or supplement the Opinions to reflect any
facts or circumstances that may later come to our attention or any change in the
law that may occur after the date of this opinion letter.
5
Huntsman Packaging Corporation
August 29, 2000
Page 5
This opinion letter may only be relied upon by the Company in
connection with the issuance and delivery of the Exchange Notes and the
Guarantees. We hereby consent to the filing of this opinion letter as an exhibit
to the Registration Statement. We also consent to the reference to this firm
under the caption "Legal Matters" in the Registration Statement and in the
related prospectuses. In giving these consents, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission.
Very truly yours,
STOEL RIVES LLP