Exhibit 5.3
[MCINNES COOPER LETTERHEAD]
Our File: BH-1284
September 14, 2004
MAAX CORPORATION
1010 Sherbrooke Street West
Montreal, Quebec H3A 2R7
Canada
Att: Denis Aubin
KAYE SCHOLER LLP
425 Park Avenue
New York, NY 10022-3598
USA
Ladies and Gentlemen:
RE: MAAX CORPORATION
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In connection with the registration of US$150,000,000 aggregate
principal amount of 9.75% Senior Subordinated Notes due 2012 (the "Exchange
Notes") by MAAX CORPORATION (the "Company") under the Securities Act of 1933
(United States of America), as amended (the "Act"), on Form F-4 being filed with
the Securities and Exchange Commission (the "SEC") on the date hereof (the
"Registration Statement") and the concurrent registration under the Act of a
guarantee (the "Guarantee") of the Exchange Notes by BEAUCELAND CORPORATION
("Holdings"), you have requested our opinion with respect to the matters set
forth below. The Exchange Notes will be issued and the Guarantee was issued
pursuant to an indenture (the "Indenture") dated as of June 4, 2004 among the
Company, Holdings and certain other guarantors specified therein (the "Issuers")
and U.S. Bank Trust National Association ("Trustee"). The Exchange Notes are
proposed to be issued in exchange for up to US$150,000,000 principal amount of
issued and outstanding US$ 150,000,000 9.75% Senior Subordinated Notes due 2012
(the "Original Notes") previously sold by the Company and guaranteed by, inter
alia, Holdings.
The Exchange Notes, Indenture and Guarantee are herein sometimes
referred to
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collectively as the "Transaction Documents".
In rendering the opinions hereinafter set forth, we have reviewed final
forms of the Transaction Documents and:
a. the Memorandum and Articles of Association of each of the
Company and Holdings;
b. a resolution of the board of directors of each of the Company
and Holdings, authorizing, among other things, the execution,
delivery and performance of the Transaction Documents to which
they are parties;
c. certificates of status dated September 10, 2004 issued in
respect of each of the Company and Holdings pursuant to the
Companies Act (Nova Scotia); and
d. a certificate of an officer of each of the Company and
Holdings with respect to certain factual matters, a copy of
each of which has been delivered to you.
In addition to the Transaction Documents and the other items listed
above, we have examined such other documents and corporate records and questions
of law as we deem necessary for the purposes of this opinion.
As to matters of fact, we have also examined such certificates of
public officials as we have deemed relevant and appropriate as a basis for the
opinions expressed herein and the certificates of corporate officers identified
above and we have made no effort to independently verify the facts set forth in
such certificates.
Further, in making the foregoing examinations, we have assumed
A. the genuineness of all signatures;
B. the legal capacity of each person signatory to any of the
documents reviewed by us;
C. the authenticity of all documents submitted to us as originals
and the conformity to authentic original documents of all
documents
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submitted to us as copies;
D. to the extent we deem appropriate, that, as to factual
matters, all representations and warranties made in the
aforesaid documents were and are true, correct and complete;
E. that the certificates of status issued in respect of each of
the Company and Holdings referred to above continue to be
accurate as of the date of this opinion as if issued on that
date;
F. each of the parties to each of the Transaction Documents
(other than the Company and Holdings) has been duly
incorporated and is validly existing as a corporation or
limited liability company under its laws of incorporation and
has all requisite corporate or company power and capacity to
execute and deliver each of the Transaction Documents to which
it is a party and to exercise its rights and perform its
obligations thereunder, and has taken all necessary corporate
action to authorize the execution and delivery of each of the
Transaction Documents to which it is a party and the exercise
of its rights and the performance of its obligations
thereunder; and
G. each of the Transaction Documents has been duly executed and
delivered by each party thereto (other than the Company and
Holdings), are legal, valid and binding obligations of each of
the parties thereto (other than the Company and Holdings)
under the laws of New York enforceable against each such party
in accordance with their respective terms, and have been
physically delivered by the Company and Holdings free from
escrow or similar restrictions.
This opinion is limited to the laws of the Province of Nova Scotia and
the federal laws of Canada applicable therein.
Based upon and subject to the foregoing and to the qualifications
expressed below, we are of the opinion that:
1. Each of the Company and Holdings has been duly incorporated and is
validly existing as an unlimited company in good standing under the
laws of Nova Scotia, with power and authority to own its properties and
conduct its business as described in the Registration Statement and to
enter into
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and carry out its obligations under the Transaction Documents.
2. The Exchange Notes have been duly authorized and, when issued, executed
and authenticated in accordance with the provisions of the Indenture
and delivered in exchange for the Original Notes, will have been duly
executed and delivered by the Company.
3. The Indenture has been duly authorized, executed and delivered by the
Company and Holdings.
4. The Guarantee has been duly authorized, executed and delivered by
Holdings.
5. The execution, delivery and performance of the Exchange Notes, the
Indenture and the Guarantee by the Company and Holdings will not
violate:
(a) the provisions of the Memorandum of Association or
Articles of Association of the Company or Holdings,
respectively,
(b) the laws of Nova Scotia (the "Applicable Law"), or
(c) any order, judgment or decree, naming the Company or
Holdings, of any court or governmental agency or body of Nova
Scotia known to us to be applicable to Holdings, the Company
and its subsidiaries.
6. No consent, approval, authorization, order, registration, filing,
prospectus, exemption or qualification under any Applicable Law is
required for the issue and sale of the Exchange Notes.
We understand that this opinion will be relied upon by Kaye Scholer LLP in
delivering their opinion with respect to the Registration Statement and the
Notes; otherwise, this opinion is solely for the benefit of the addressees and
their respective successors and assigns and not for the benefit of any other
person. We consent to the filing of this opinion with the SEC as an exhibit to
the Registration Statement.
Yours very truly,
/s/ McInnes Cooper