EXHIBIT 5.6
[SIDLEY AUSTIN BROWN & WOOD LLP LETTERHEAD]
September 25, 2003
Wallace Technical Services, L.L.C.
Wallace Heritage, L.L.C.
Wallace Financial Services, L.L.C.
Visible Computer Supply Corporation
Bruce Offset, Inc. (f/k/a Pearson 1, Inc.)
c/o Moore Wallace Incorporated
1200 Lakeside Drive
Bannockburn, Illinois 60015-1243
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-4 (the "Registration
Statement") being filed by Moore North America Finance Inc., a Delaware
corporation ("Finance"), and the Guarantors (as hereinafter defined), including
the Illinois Guarantors (as hereinafter defined), with the Securities and
Exchange Commission (the "SEC") under the Securities Act of 1933, as amended
(the "Securities Act") relating to the registration of $403,000,000 aggregate
principal amount of 7-7/8% Senior Notes due 2011 (the "Exchange Securities") of
Finance, which are to be offered in exchange for the equivalent principal amount
of currently outstanding and unregistered 7-7/8% Senior Notes due 2011 (the
"Outstanding Securities") of Finance. The Outstanding Securities were, and the
Exchange Securities will be, issued under (i) an Indenture dated as of March 14,
2003, by and between Finance, as issuer, and Bank One, N.A., as trustee (the
"Trustee") (the "Indenture"), (ii) the Supplemental Indenture, dated as of May
15, 2003, by and among the New Guarantors (as defined therein), including
Wallace Technical Services, L.L.C., an Illinois limited liability company
("Technical"), Wallace Heritage, L.L.C., an Illinois limited liability company
("Heritage"), Wallace Financial Services, L.L.C., an Illinois limited liability
company ("Financial"), Visible Computer Supply Corporation, an Illinois
corporation ("Visible"), and Bruce Offset, Inc. (f/k/a Pearson 1, Inc.), an
Illinois corporation ("Bruce Offset" and, together with Technical, Heritage,
Financial and Visible, each individually referred to in this letter as an
"Illinois Guarantor" and, collectively, as the "Illinois Guarantors"), Finance
and the Trustee; and (iii) the Second Supplemental Indenture,
SIDLEY AUSTIN BROWN & WOOD LLP IS AN ILLINOIS LIMITED LIABILITY PARTNERSHIP
PRACTICING IN AFFILIATION WITH OTHER SIDLEY AUSTIN BROWN & WOOD PARTNERSHIPS
dated as of September 18, 2003, by and among Finance, the Guarantors (as
defined therein), including the Illinois Guarantors, and the Trustee. In
connection with the offer and sale of the Outstanding Securities, Finance, the
Representatives (as defined therein) and Moore Wallace Incorporated (formerly
known as Moore Corporation Limited), a corporation continued under the Canada
Business Corporations Act, entered into a Registration Rights Agreement dated as
of March 14, 2003 (the "Registration Rights Agreement") providing for, among
other things, the exchange of the Outstanding Securities. The Registration
Statement is being filed pursuant to the Registration Rights Agreement. The
Outstanding Securities are, and the Exchange Securities will be, guaranteed (the
"Guarantees") by the Guarantors, including the Illinois Guarantors.
We, as special Illinois counsel to each of you, are familiar with the
proceedings to date with respect to the proposed issuance of the Exchange
Securities contemplated by the Registration Statement and have examined such
records, documents and questions of law, and satisfied ourselves as to such
matters of fact, as we have considered relevant and necessary as a basis for
this opinion letter.
In connection with this letter, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of the following:
(i) the Indenture;
(ii) the Supplemental Indenture;
(iii) the Second Supplemental Indenture;
(iv) the Registration Rights Agreement; and
(v) the Guarantees.
"Applicable Law" means those laws, rules and regulations that in our experience,
are normally applicable to transactions of the type contemplated by the
Guarantees, without our having made any special investigation as to the
applicability of any specific law, rule or regulation.
In rendering the opinions set forth herein, we have also examined and
relied on originals, or copies certified or otherwise identified to our
satisfaction, of such (i) certificates of public officials, (ii) certificates
and representations of officers and representatives of the Illinois Guarantors,
and (iii) other documents and records, and we have made such inquiries of
officers and representatives of the Illinois Guarantors, as we have deemed
relevant or necessary as the basis for such opinions. We have relied upon, and
assumed the accuracy of, all such certificates and representations, documents
and records, in each case with respect to the factual matters set forth therein.
We have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all copies submitted to us as certified or photostatic copies and the legal
capacity of all natural persons.
Based upon the foregoing and subject to the assumptions, limitations
and qualifications set forth herein, we are of the opinion that, as of the date
hereof:
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1. Each Illinois Guarantor has the requisite corporate or limited
liability company power and authority to execute, deliver and perform its
obligations under the Guarantees, and such execution, delivery and performance
have been duly authorized by all necessary and proper corporate or limited
liability company action of each Illinois Guarantor.
2. Each Illinois Guarantor has duly authorized, executed and
delivered the Guarantees.
The foregoing opinions are limited to the Applicable Laws of the State
of Illinois and the Applicable Laws of the United States of America, and we
express no opinion with respect to the laws of any other state or jurisdiction.
The opinions expressed above are based solely on factual matters in
existence as of the date hereof and laws and regulations in effect on the date
hereof, and we assume no obligation to revise or supplement this letter to
reflect any matters which may hereafter come to our attention, or should such
factual matters change or should such laws or regulations be changed by
legislative or regulatory action, judicial decision or otherwise. Sullivan &
Cromwell LLP, counsel to Moore North America Finance, Inc., may rely on our
opinion. We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the heading "Validity of
the Exchange Notes" in the prospectus forming a part of the Registration
Statement. In giving this consent, we do not thereby admit that we are within
the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the SEC.
Very truly yours,
/s/ Sidley Austin Brown & Wood LLP
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