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Exhibit 5.1
[LETTERHEAD OF O'SULLIVAN GRAEV & KARABELL, LLP]
June 3, 1998
Young America Corporation and
Young American Holdings, Inc.
717 Faxon Road
Young America, Minnesota 55397-9481
11 5/8% SERIES B SENIOR SUBORDINATED NOTES DUE 2006 (THE "NEW NOTES")
____________________________________________________________________
Ladies and Gentlemen:
We have acted as counsel to Young America Corporation (the "Company") and
Young America Holdings, Inc. ("Holdings"), in connection with the preparation
and filing with the Securities and Exchange Commission (the "Commission") of
the Registration Statement of the Company and Holdings on Form S-4, as amended
(File No. 333-49749) (as so amended, the "Registration Statement"), under the
Securities Act of 1933, as amended (the "Act").
This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Act.
In connection with this opinion, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of such documents,
corporate records and other instruments as we have deemed necessary for the
purposes of rendering the opinions set forth below including, without
limitation, (i) the Registration Statement, (ii) the Indenture dated as of
February 23, 1998 (the "Indenture"), among the Company, Holdings, as guarantor,
and Marine Midland Bank, as trustee, (iii) the Articles of Incorporation of the
Company and the Amended and Restated Articles of Incorporation of Holdings,
each as amended through the date hereof, (iv) the By-laws of the Company and
the By-Laws of Holdings, each as amended through the date hereof, (v) the form
of New Notes and the Guarantee of Holdings (the "Holdings Guarantee"), each as
set forth in the Indenture and (vi) the resolutions adopted by the Executive
Committee of the Board of Directors of the Company and the resolutions adopted
by the Executive Committee of the Board of Directors of Holdings, each by
unanimous written consent dated February 23, 1998. As to certain questions of
fact material to the opinions contained herein, we have relied upon certificates
or statements of officers of the Company and certificates of public officials.
In our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity
to authentic originals of all documents submitted to us as certified or
photostatic copies. In making our examination of documents executed by parties
other than the Company and Holdings, we have
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Young America Corporation and
Young America Holdings, Inc.
June 3, 1998
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assumed that such parties had the power, corporate or other, to enter into and
perform all obligations thereunder and we have also assumed the due
authorization by all requisite action, corporate or other, and execution and
delivery by such parties of such documents and the validity and binding effect
thereof.
Based upon the foregoing, we are of the opinion as follows:\
1. The Company is a validly existing corporation under the laws of the
State of Minnesota.
2. Holdings is a validly existing corporation under the laws of the State
of Minnesota.
3. The New Notes have been duly authorized and, when duly executed,
authenticated and delivered in accordance with the Indenture in
exchange for the Old Notes (as defined in the Registration Statement),
upon consummation of the Exchange offer as contemplated by the
Registration Statement and the Indenture, the New Notes will
constitute valid and binding obligation of the Company, enforceable
against the Company in accordance with their terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance and similar laws affecting creditors' rights and
remedies generally and general principles of equity.
4. The Holdings Guarantee has been duly authorized and, upon due
execution of the Holdings Guarantee attached to the New Notes and due
execution, authentication and delivery of the New Notes in accordance
with the Indenture in exchange for the Old Notes, upon consummation of
the Exchange Offer as contemplated by the Registration Statement and
the Indenture, the Holdings Guarantee will constitute a valid and
binding obligation of Holdings, enforceable against Holdings in
accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance and
similar laws affecting creditors' rights and remedies generally and
general principles of equity.
The opinions expressed herein are limited to the laws of the State of New
York and Minnesota, and we express no opinion as to the laws of any other
jurisdiction. In addition, we have relied with respect to matters of Minnesota
law, with your consent, on the opinion of Kaplan, Strangis and Kaplan, P.A.
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Young America Corporation and
Young America Holdings, Inc.
June 3, 1998
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We hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement. We also consent to the
reference to our firm under "Legal Matters" in the Registration Statement. In
giving this consent, we do not thereby admit that we are included in the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission.
Very truly yours,
/s/ O'Sullivan Graev & Karabell, LLP