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Exhibit 5.1
[Letterhead of Wachtell, Lipton, Rosen & Katz]
February 2, 1998
Amscan Holdings, Inc.
80 Grasslands Road
Elmsford, New York 10523
Dear Sirs:
We have acted as counsel for Amscan Holdings, Inc., a Delaware
corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-4 of the Company (the "Registration
Statement"), to be filed with the Securities and Exchange Commission on
February 2, 1998, relating to an offer to exchange (the "Exchange Offer") 9 7/8%
Senior Subordinated Notes due 2007 of the Company (the "Exchange Notes") which
will have been registered under the Securities Act of 1933, as amended, for
an equal principal amount of the Company's outstanding 9 7/8% Senior
Subordinated Notes due 2007 (the "Notes"). The Exchange Notes will be guaranteed
on a senior subordinated basis (the "Guarantees") by each of the Company's
domestic subsidiaries (collectively, the "Guarantors").
The Exchange Notes will be issued under an Indenture dated as of
December 19, 1997 (the "Indenture"), among the Company, the Guarantors and IBJ
Schroder Bank & Trust Company, as trustee (the "Trustee").
As counsel we have examined the Registration Statement, the
Indenture, the form of the Exchange Notes, the form of the Notes and such other
documents, records and other matters as we have deemed necessary or appropriate
in order to give the opinions set forth herein.
In giving the opinions contained herein, we have, with your
approval, relied upon representations of officers of the Company and the
Guarantors and certificates of public officials with respect to the accuracy of
the material factual matters addressed by such representations and certificates.
We have, with your approval, assumed the genuineness of all signatures or
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Amscan Holdings, Inc.
February 2, 1998
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instruments submitted to us, and the conformity of certified copies submitted to
us with the original documents to which such certified copies relate.
We are members of the bar of the State of New York and we express no
opinion as to the laws of any jurisdiction other than the federal laws of the
United States and the laws of the State of New York. In addition, we express no
opinion as to the effects of either (i) Section 548 of Title 11 of the United
States Code or (ii) Article 10 of the New York Debtor and Creditor Law, relating
to fraudulent transfers, on any obligation under the Guarantees of the
Guarantors that are direct or indirect subsidiaries of the Company.
Based upon and subject to the foregoing, assuming that the Indenture
has been duly authorized, executed and delivered by, and represents the valid
and binding obligations of, the Trustee, it is our opinion that:
(1) the Indenture has been duly executed and delivered by, and
constitutes the legal, valid and binding obligation of, the Company
and each of the Guarantors, as the case may be, enforceable against
the Company and each of the Guarantors, as the case may be, in
accordance with its terms;
(2) the Exchange Notes, when duly executed and delivered by the Company
upon the terms set forth in the Exchange Offer, will constitute
legal, valid and binding obligations of the Company, enforceable
against the Company in accordance with their respective terms; and
(3) the Guarantees will constitute the legal, valid and binding
obligations of the Guarantors, enforceable against the Guarantors in
accordance with their respective terms;
subject in each case to (a) bankruptcy, insolvency, moratorium, reorganization
and other laws of general applicability relating to or affecting creditors'
rights from time to time in effect and (b) application of general principles of
equity (regardless of whether considered in proceedings in equity or at law).
The opinions expressed above are subject to (i) standards of
commercial reasonableness and good faith, (ii) public policy and (iii) other
applicable laws, rules, regulations, court decisions and constitutional
requirements in and of the State of New York or the United States of America
limiting or affecting the exercise of remedies under the Indenture and the
Exchange Notes, provided that any limitations imposed by such other applicable
laws, rules, regulations, court decisions, and constitutional requirements will
not, in our opinion, materially interfere with the realization by the holders of
the Exchange Notes of the practical benefits intended to be conferred by the
Exchange Notes and the Indenture, although they may result in a delay thereof
(and we express no opinion with respect to the economic consequence of any such
delay).
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Amscan Holdings, Inc.
February 2, 1998
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We express no opinion with respect to: (i) the enforceability of
provisions in the Indentures relating to delay or omission of enforcement of
rights or remedies, or waivers of defenses, or waivers of benefits of usury,
appraisement, valuation, stay, extension, moratorium, redemption, statutes of
limitation, or other non-waivable benefits bestowed by operation of law; or (ii)
the lawfulness or enforceability of exculpation clauses, clauses relating to
releases of unmatured claims, clauses purporting to waive unmatured rights,
severability clauses, and clauses similar in substance or nature to those
expressed in the foregoing clause (i) and this clause (ii), insofar as any of
the foregoing are contained in the Indenture. In addition, we express no opinion
as to whether a federal or state court outside of the State of New York would
give effect to the choice of New York law provided for in the Indenture.
We consent to the use of this opinion as an Exhibit to the
Registration Statement and to the reference to our firm in the Prospectus that
is a part of the Registration Statement. In giving such consent, we do not
hereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act of 1933.
Very truly yours,
Wachtell, Lipton, Rosen & Katz