EXHIBIT 5.1
(KAYE SCHOLER LLP) 425 Park Avenue
New York, New York 10022-3598
212 836-8000
Fax 212 836-8689
www.kayescholer.com
September 14, 2004
MAAX Corporation
1010 Sherbrooke Street West
Suite 1610
Montreal, Quebec, Canada
H3A 2R7
The Parties Identified on
Schedule A hereto
Ladies and Gentlemen:
We are acting as special United States counsel to MAAX Corporation,
a Nova Scotia unlimited company (the "Company") and the parties identified on
Schedule A hereto (the "Guarantors") in connection with the registration under
the Securities Act of 1933, as amended (the "Securities Act"), of up to $150
million of the Company's 9.75% Senior Subordinated Notes due 2012 (the "Exchange
Notes") to be offered in exchange for its outstanding 9.75% Senior Subordinated
Notes due 2012 (the "Original Notes") that were issued pursuant to the
Indenture, dated as of June 4, 2004 (the "Indenture"), among the Company, the
Guarantors and U.S. Bank Trust National Association, as trustee (the "Trustee").
This opinion is being delivered to you for filing as an exhibit to the
Registration Statement on Form F-4 (the "Registration Statement") being filed by
the Company and the Guarantors with the Securities and Exchange Commission (the
"Commission") on the date hereof.
In connection herewith, we have examined the (i) Registration
Statement, (ii) Indenture, (iii) Original Notes, (iv) Exchange Notes (and the
related Guarantee of the Guarantors (the "Guarantee")) (the Indenture, the
Exchange Notes and the Guarantee are collectively referred to herein as the
"Documents") and (v) such corporate records, certificates and other documents,
and such questions of law, as we have considered necessary or appropriate for
the purposes of this opinion.
On the basis of the foregoing and subject to the qualifications and
assumptions set forth herein, we are of the opinion that:
1. When (A) the Registration Statement has been declared effective,
(B) the Indenture has been duly qualified under the Trust Indenture Act of 1939,
as amended (the "TIA"),
NEW YORK CHICAGO LOS ANGELES WASHINGTON, D.C. WEST PALM BEACH FRANKFURT
HONG KONG LONDON SHANGHAI
(KAYE SCHOLER LLP)
MAAX Corporation and the
Parties Identified on Schedule A hereto 2 September 14, 2004
and (C) the Exchange Notes have been duly executed by the Company and
authenticated by the Trustee in accordance with the terms of the Indenture and
duly issued and delivered against exchange of the Original Notes as described in
the Registration Statement, the Exchange Notes will constitute valid and binding
obligations of the Company, enforceable against the Company in accordance with
their terms, subject to applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization and similar laws affecting creditors' rights
generally and general principles of equity (regardless of whether such
principles are considered in a proceeding in equity or at law).
2. When (A) the Registration Statement has been declared effective,
(B) the Indenture has been duly qualified under the TIA, and (C) the Exchange
Notes have been duly executed by the Company and authenticated by the Trustee in
accordance with the terms of the Indenture and duly issued and delivered against
exchange of the Original Notes as described in the Registration Statement, the
Guarantee of the Exchange Notes by the Guarantors will constitute a valid and
binding obligation of each Guarantor, enforceable against each Guarantor in
accordance with its terms, subject to applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization and similar laws affecting creditors'
rights generally and general principles of equity (regardless of whether such
principles are considered in a proceeding in equity or at law).
3. Assuming that the Indenture has been duly authorized, executed
and delivered by the Trustee, the Indenture constitutes a valid and binding
obligation of the Company and the Guarantors, enforceable against the Company
and the Guarantors in accordance with its terms, subject to applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization and similar laws
affecting creditors' rights generally and general principles of equity
(regardless of whether such principles are considered in a proceeding in equity
or at law).
The foregoing opinions are limited to the laws of the State of New
York and we do not express any opinion on the law of any other jurisdiction
other than the laws of the State of New York and the federal law of the United
States of America. In particular, we do not purport to pass on any matter
governed by the laws of any other jurisdiction in the United States (including,
without limitation, the states of California, Minnesota, Pennsylvania, Indiana
or Washington) or the laws of Canada (including, without limitation, the
provinces of Quebec, Ontario, Alberta, British Columbia and Nova Scotia). To the
extent that any opinions stated herein are affected by the laws of any such
jurisdiction, we have, with your approval, relied upon (i) the opinion, dated on
or about the date hereof, of Fasken Martineau DuMoulin LLP, (ii) the opinion,
dated on or about the date hereof, of McInnes Cooper, (iii) the opinion, dated
on or about the date hereof, of Dorsey & Whitney LLP, (iv) the opinion, dated on
or about the date hereof, of Saul Ewing LLP, (v) the opinion, dated on or about
the date hereof, of Beers Mallers Backs & Salin, LLP and (vi) the opinion, dated
on or about the date hereof, of Foster Pepper & Shefelman PLLC, and such
opinions stated herein, insofar as they may be affected by the laws of any such
jurisdiction, are subject to the same assumptions, qualifications and
limitations as are contained in such opinions.
NEW YORK CHICAGO LOS ANGELES WASHINGTON, D.C. WEST PALM BEACH FRANKFURT
HONG KONG LONDON SHANGHAI
(KAYE SCHOLER LLP)
MAAX Corporation and the
Parties Identified on Schedule A hereto 3 September 14, 2004
We consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement and to the use of our name under the
caption "Legal Matters" in the prospectus included therein. Our opinion is
rendered solely for your information in connection with the foregoing, and may
not be relied upon by any other person or for any other purpose without our
prior written consent. In giving this opinion, we do not thereby admit that we
are within the category of persons whose consent is required by the Securities
Act or the rules and regulations of the Commission.
Very truly yours,
/s/ KAYE SCHOLER LLP
NEW YORK CHICAGO LOS ANGELES WASHINGTON, D.C. WEST PALM BEACH FRANKFURT
HONG KONG LONDON SHANGHAI
(KAYE SCHOLER LLP)
MAAX Corporation and the
Parties Identified on Schedule A hereto 4 September 14, 2004
SCHEDULE A
4200217 Canada Inc.
9022-3751 Quebec Inc.
Aker Plastics Company, Inc.
Beauceland Corporation
Cuisine Expert - C.E. Cabinets Inc.
MAAX Canada Inc.
MAAX Holding Co.
MAAX-Hydro Swirl Manufacturing Corp.
MAAX-KSD Corporation
MAAX LLC
MAAX Midwest, Inc.
MAAX Spas (Arizona), Inc.
MAAX Spas (B.C.) Inc.
MAAX Spas (Ontario) Inc.
Pearl Baths, Inc.
NEW YORK CHICAGO LOS ANGELES WASHINGTON, D.C. WEST PALM BEACH FRANKFURT
HONG KONG LONDON SHANGHAI