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Exhibit 5.1
[LETTERHEAD OF KIRKLAND & ELLIS]
To Call Writer Direct:
212 446-4800
August 25, 1998
AMERICAN COMMERCIAL LINES LLC
ACL CAPITAL CORP.
AMERICAN COMMERCIAL BARGE LINE LLC
AMERICAN COMMERCIAL MARINE SERVICE LLC
LOUISIANA DOCK COMPANY LLC
WATERWAY COMMUNICATIONS SYSTEM LLC
AMERICAN COMMERCIAL TERMINALS LLC
AMERICAN COMMERCIAL TERMINALS --
MEMPHIS LLC
JEFFBOAT LLC
AMERICAN COMMERCIAL LINES
INTERNATIONAL LLC
ORINOCO TASA LLC
ORINOCO TASV LLC
BREEN TAS LLC
BULLARD TAS LLC
SHELTON TAS LLC
LEMONT HARBOR & FLEETING SERVICES LLC
TIGER SHIPYARD LLC
WILKINSON POINT LLC
HOUSTON FLEET LLC (collectively the "Registrants")
1701 East Market St.
Jeffersonville, IN 47130
Re: Series B 10 1/4% Senior Notes due 2008
Ladies and Gentlemen:
We are acting as special counsel to the Registrants, in connection with
the proposed registration by the Registrants of up to $300,000,000 in aggregate
principal amount of the Registrants' Series B 10 1/4% Senior Notes due 2008 (the
"Exchange Notes"), pursuant to a Registration Statement on Form S-4 filed with
the Securities and Exchange Commission (the "Commission") on the date hereof
under the Securities Act of 1933, as amended (the "Securities Act") (such
Registration Statement, as amended or supplemented, is hereinafter referred to
as the "Registration Statement"), for the purpose of effecting an exchange offer
(the "Exchange Offer") for the Registrants' 10 1/4% Senior Notes due 2008 (the
"Old Notes"). The Exchange Notes are to be issued pursuant to the Indenture (the
"Indenture"), dated as of June 30, 1998, between the Registrants and United
States Trust Company of New York, as Trustee, in exchange for and in replacement
of the Registrants' outstanding Old Notes, of which $300,000,000 in aggregate
principal amount is outstanding.
In that connection, 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 this
opinion, including (i) the corporate and organizational documents of the
Registrants, (ii) minutes and records of the corporate proceedings of the
Registrants with respect to the issuance of the Exchange Notes, (iii) the
Registration Statement and exhibits thereto and (iv) the Registration Rights
Agreement, dated as of June 30, 1998, among the Registrants, Wasserstein
Perella Securities Inc. and Chase Securities Inc.
For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as copies and the authenticity of the originals of all
documents submitted to us as copies. We have also assumed the
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genuineness of the signatures of persons signing all documents in connection
with which this opinion is rendered, the authority of such persons signing on
behalf of the parties thereto other than the Registrants, and the due
authorization, execution and delivery of all documents by the parties thereto
other than the Registrants. As to any facts material to the opinions expressed
herein which we have not independently established or verified, we have relied
upon statements and representations of officers and other representatives of the
Registrants and others.
Based upon and subject to the foregoing qualifications, assumptions and
limitations and the further limitations set forth below, we are of the opinion
that:
(1) Each of American Commercial Lines LLC, American Commercial Barge
Line LLC, American Commercial Marine Service LLC, Louisiana Dock Company LLC,
Waterway Communications System LLC, American Commercial Terminals LLC, American
Commercial Terminals -- Memphis LLC, Jeffboat LLC, American Commercial Lines
International LLC, Orinoco TASA LLC, Orinoco TASV LLC, Breen TAS LLC, Bullard
TAS LLC, Shelton TAS LLC, Lemont Harbor & Fleeting Services LLC, Tiger Shipyard
LLC, Wilkinson Point LLC, Houston Fleet LLC is a limited liability company
existing and in good standing under the General Corporation Law of the State of
Delaware.
(2) ACL Capital Corp. is a corporation existing and in good standing
under the General Corporation Law of the State of Delaware.
(3) The sale and issuance of the Exchange Notes has been validly
authorized by the Registrants.
(4) When, as and if (i) the Registration Statement shall have become
effective pursuant to the provisions of the Securities Act, (ii) the Indenture
shall have been qualified pursuant to the provisions of the Trust Indenture Act
of 1939, as amended, (iii) the Old Notes shall have been validly tendered to the
Company and (iv) the Exchange Notes shall have been issued in the form and
containing the terms described in the Registration Statement, the Indenture, the
resolutions of the Registrants' Board of Directors or Board of Managers, as the
case may be, (or authorized committee thereof) authorizing the foregoing and any
legally required consents, approvals, authorizations and other order of the
Commission and any other regulatory authorities to be obtained, the Exchange
Notes when issued pursuant to the Exchange Offer will be legally issued, fully
paid and nonassessable and will constitute valid and binding obligations of the
Registrants.
Our opinions expressed above are subject to the qualifications that we
express no opinion as to the applicability of, compliance with, or effect of (i)
any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent
conveyance, moratorium or other similar law affecting the enforcement of
creditors' rights generally, (ii) general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law), (iii)
public policy considerations which may limit the rights of parties to obtain
certain remedies and (iv) any laws except the laws of
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the State of New York and the General Corporation Law of the State of Delaware.
For purposes of the opinions in paragraphs 1 and 2, we have relied exclusively
upon recent certificates issued by the Delaware Secretary of State and such
opinions are not intended to provide any conclusion or assurance beyond that
conveyed by such certificates. We have assumed without investigation that there
has been no relevant change or development between the respective dates of such
certificates and the date of this letter.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. We also consent to the reference to our firm under the
heading "Legal Matters" in the Registration Statement. In giving this consent,
we do not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and regulations of
the Commission.
We do not find it necessary for the purposes of this opinion, and
accordingly we do not purport to cover herein, the application of the securities
or "Blue Sky" laws of the various states to the issuance of the Exchange Notes.
This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. We
assume no obligation to revise or supplement this opinion should the present
laws of the States of Delaware or New York be changed by legislative action,
judicial decision or otherwise.
This opinion is furnished to you in connection with the filing of the
Registration Statement, and is not to be used, circulated, quoted or otherwise
relied upon for any other purposes.
Yours very truly,
/s/ Kirkland & Ellis
KIRKLAND & ELLIS