Exhibit 5.1
March 30, 2004
AMERCO
1325 Airmotive Way
Suite 100
Reno, Nevada 89502-3239
Each of the subsidiaries of AMERCO
listed on Schedule I attached hereto
c/o AMERCO
1325 Airmotive Way
Suite 100
Reno, Nevada 89502-3239
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-4, including
amendments and exhibits thereto (the "Registration Statement"), for the proposed
offer to exchange (the "Exchange Offer") by AMERCO (the "Company") and each of
the guarantor subsidiaries listed on Schedule I attached hereto (collectively,
the "Guarantors"), of up to an aggregate of $80 million in principal amount of
its 9.0% Second Lien Senior Secured Notes due 2009 (the "Exchange Notes") for an
equal principal amount of its outstanding 9.0% Second Lien Senior Secured Notes
due 2009 (the "Outstanding Notes") and the guarantees by the Guarantors of the
Exchange Notes. The Outstanding Notes were issued, and the Exchange Notes are
issuable, pursuant to an Indenture, dated March 1, 2004, by and among the
Company, the Guarantors and Wells Fargo Bank, N.A., as Trustee (the
"Indenture").
Based on the foregoing, and subject to the qualifications and
limitations set forth herein, we advise you that:
1. The Exchange Notes, when issued, authenticated and delivered
by the Company and the Trustee in accordance with the terms of the Indenture,
and when issued in exchange for Outstanding Notes as contemplated in the
Registration Statement, will be legally binding and valid obligations of the
Company, entitled to the benefits of the Indenture and enforceable against the
Company in accordance with their terms.
2. The guarantees by the Guarantors to be endorsed on the
Exchange Notes, when the Exchange Notes are issued, authenticated and delivered
by the Company and the Trustee in accordance with the terms of the Indenture,
and when issued as contemplated in the Registration Statement, will be legally
binding and valid obligations of the Guarantors enforceable against each of them
in accordance with their terms.
In rendering this opinion, we have reviewed and relied upon the
Indenture, the Outstanding Notes, the form of Exchange Notes and such documents,
records, and other instruments of the Company and the Guarantors as we have
deemed necessary.
The opinions set forth above are subject to the following
qualifications:
(i) The opinions are subject to and may be limited by (a)
applicable bankruptcy, insolvency, liquidation, fraudulent conveyance or
transfer, moratorium, reorganization, or other similar laws affecting creditors'
rights generally; (b) general equitable principles and rules of law governing
specific performance, estoppel, waiver, injunctive relief, and other equitable
remedies (regardless of whether enforcement is sought in a proceeding at law or
in equity), and the discretion of any court before which a proceeding may be
brought; (c) duties and standards of good faith, reasonableness and fair dealing
imposed on creditors and parties to contracts; and (d) a court determination
that any fees payable pursuant to a provision requiring the payment of
attorneys' fees is reasonable.
(ii) We have assumed: (a) the genuineness of the
signatures and the authenticity of documents submitted to us as originals, and
the conformity to originals of all documents submitted to us as certified or
photostatic copies; (b) that such documents accurately describe the mutual
understanding of the parties as to all matters contained therein and that no
other agreements or undertakings exist between the parties that would affect the
documents relating to the transactions contemplated by such documents and
agreements; (c) the due authorization, execution, and delivery of the documents
discussed herein by all parties thereto except the Company and the Guarantors,
that such documents will be valid and binding upon, and enforceable in
accordance with their terms against, all parties thereto except the Company and
the Guarantors, and that the execution, delivery, and performance of such
documents by parties other than the Company and the Guarantors will not violate
any provision of any charter document, law, rule, regulation, judgment, order,
decree, agreement or other document binding upon or applicable to such other
parties or their respective assets; (d) the accuracy, completeness, and
genuineness of all representations and certifications made to or obtained by us,
including those of public officials; and (e) the accuracy and completeness of
records of the Company and the Guarantors.
(iii) We express no opinion regarding compliance by the
Company or any Guarantor with any financial covenants required to be maintained
by them under any agreement or document, or as to the financial ability of the
Company or any Guarantors to meet its obligations under the documents described
herein.
(iv) This opinion letter is limited to the matters stated
herein and no opinion is implied or may be inferred beyond the matters expressly
stated. Without limiting the foregoing, the opinions expressed in this letter
are based upon the law and facts as we understand them in effect on the date
hereof, and we assume no obligation to revise or supplement this opinion should
such law be changed by legislative action, judicial decision, or otherwise, or
should any facts or other matters upon which we have relied be changed.
We hereby consent to the filing of the opinion as an exhibit to the
Registration Statement and to the use of our name in the Registration Statement.
Very truly yours,
/s/ Snell & Wilmer L.L.P.
SCHEDULE I
LIST OF SUBSIDIARY GUARANTORS
A&M Associates, Inc.
Amerco Real Estate Company
Amerco Real Estate Company of Alabama, Inc.
Amerco Real Estate Company of Texas, Inc.
Amerco Real Estate Services, Inc.
Eight PAC Company
Eleven PAC Company
EMove, Inc.
Fifteen PAC Company
Five PAC Company
Four PAC Company
Fourteen PAC Company
Nationwide Commercial Co.
Nine PAC Company
One PAC Company
PF&F Holdings Corporation
Seven PAC Company
Seventeen PAC Company
Six PAC Company
Sixteen PAC Company
Ten PAC Company
Three PAC Company
Twelve PAC Company
Two PAC Company
U-Haul Business Consultants, Inc.
U-Haul Co. of Alabama, Inc.
U-Haul Co. of Alaska
U-Haul Co. of Arizona
U-Haul Co. of Arkansas
U-Haul Co. of California
U-Haul Co. (Canada) Ltd.
U-Haul Co. of Colorado
U-Haul Co. of Connecticut
U-Haul Co. of District of Columbia, Inc.
U-Haul Co. of Florida
U-Haul Co. of Georgia
U-Haul of Hawaii, Inc.
U-Haul Co. of Idaho, Inc.
U-Haul Co. of Illinois, Inc.
U-Haul Co. of Indiana, Inc.
U-Haul Co. of Iowa, Inc.
U-Haul Co. of Kansas, Inc.
U-Haul Co. of Kentucky
U-Haul Co. of Louisiana
U-Haul Co. of Maine, Inc.
U-Haul Co. of Maryland, Inc.
U-Haul Co. of Massachusetts and Ohio, Inc.
U-Haul Co. of Michigan
U-Haul Co. of Minnesota
U-Haul Co. of Mississippi
U-Haul Company of Missouri
U-Haul Co. of Montana, Inc.
U-Haul Co. of Nebraska
U-Haul Co. of Nevada, Inc.
U-Haul Co. of New Hampshire, Inc.
U-Haul Co. of New Jersey, Inc.
U-Haul Co. of New Mexico, Inc.
U-Haul Co. of New York, Inc.
U-Haul Co. of North Carolina
U-Haul Co. of North Dakota
U-Haul Co. of Oklahoma, Inc.
U-Haul Co. of Oregon
U-Haul Co. of Pennsylvania
U-Haul Co. of Rhode Island
U-Haul Co. of South Carolina, Inc.
U-Haul Co. of South Dakota, Inc.
U-Haul Co. of Tennessee
U-Haul Co. of Texas
U-Haul Co. of Utah, Inc.
U-Haul Co. of Virginia
U-Haul Co. of Washington
U-Haul Co. of West Virginia
U-Haul Co. of Wisconsin, Inc.
U-Haul Co. of Wyoming, Inc.
U-Haul Inspections Ltd.
U-Haul International, Inc.
U-Haul Leasing & Sales Co.
U-Haul Self-Storage Corporation
U-Haul Self-Storage Management (WPC), Inc.
Web Team Associates, Inc.
Yonkers Property Corporation