Exhibit 5.2
[Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]
February 1, 2006
Steelcase Inc.
901 44th Street SE
Grand Rapids, Michigan 49508
Re: Steelcase Inc.
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special counsel to Steelcase Inc., a Michigan
corporation (the "Company"), in connection with the registration statement on
Form S-3 (the "Registration Statement") to be filed on the date hereof by the
Company with the Securities and Exchange Commission (the "Commission"). The
Registration Statement relates to: (1) the issuance and sale by the Company from
time to time, pursuant to Rule 415 ("Rule 415") of the General Rules and
Regulations promulgated under the Securities Act of 1933, as amended (the
"Securities Act"), of the following securities: (a) senior debt securities (the
"Senior Debt Securities") and subordinated debt securities (the "Subordinated
Debt Securities" and, together with the Senior Debt Securities, the "Debt
Securities"), each of which may be issued in one or more series; (b) shares of
Class A common stock (the "Common Shares"); (c) shares of preferred stock (the
"Preferred Shares"), to be issued in one or more series; (d) warrants to
purchase Debt Securities, Common Shares or Preferred Shares; (e) stock purchase
contracts (the "Stock Purchase Contracts"), obligating holders to purchase from
or sell to the Company, and obligating the Company to sell to or purchase from
the holders, a specified number of Common Shares or Preferred Shares at a future
date or dates; and (f) stock purchase units (the "Stock Purchase Units") each
consisting of a Stock Purchase Contract and either Debt Securities, Preferred
Shares or debt obligations of third parties, including United States treasury
obligations, any other securities described in the applicable prospectus
supplement or any combination of the foregoing, securing a holder's obligation
to purchase Common Shares or Preferred Shares under the Stock Purchase
Contracts; and (2) the sale from time to time, pursuant to Rule 415, by certain
shareholders of the
Steelcase Inc.
February 1, 2006
Page 2
Company of Common Shares. Any Senior Debt Securities are to be issued pursuant
to the Senior Indenture proposed to be entered into between the Company and a
trustee to be named therein, a form of which is filed as an exhibit to the
Registration Statement (the "Senior Indenture"). Any Subordinated Debt
Securities are to be issued pursuant to the Subordinated Indenture proposed to
be entered into between the Company and a trustee to be named therein, a form of
which is filed as an exhibit to the Registration Statement (the "Subordinated
Indenture" and, together with the Senior Indenture, the "Indentures").
This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act.
In connection with this opinion, we have examined and relied upon
originals or copies, certified or otherwise identified to our satisfaction, of:
(1) the Registration Statement; (2) the form of Senior Indenture; and (3) the
form of Subordinated Indenture. We have also examined originals or copies,
certified or otherwise identified to our satisfaction, of such records of the
Company and such agreements, certificates of public officials, certificates of
officers or other representatives of the Company and others, and such other
documents as we have deemed necessary or appropriate as a basis for the opinion
set forth herein.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed, photostatic, electronic or
facsimile copies and the authenticity of the originals of such documents. In
making our examination of executed documents or documents to be executed, we
have assumed that the parties thereto, including the Company, had or will have
the power, corporate or other, to enter into and perform all obligations
thereunder and have also assumed the due authorization by all requisite action,
corporate or other, and execution and delivery by such parties of such documents
and that (except to the extent we have opined on such matters below) such
documents constitute or will constitute valid and binding obligations of the
parties thereto. We have also assumed that the Company has been duly organized
and is and will continue to be validly existing in good standing under the laws
of the State of Michigan and that the Company has complied and will comply with
all aspects of applicable laws of jurisdictions other than the United States of
America and the State of New York in connection with the transactions
contemplated by each of the Indentures and the Registration Statement. We have
also assumed that the Indentures will be executed and delivered in substantially
the forms reviewed by us. We have also assumed that the choice of New York law
to govern each of the Indentures is a valid and legal provision. 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 Company and others.
Steelcase Inc.
February 1, 2006
Page 3
Our opinion set forth below is limited to the laws of the State of New
York that, in our experience, are normally applicable to transactions of the
type contemplated by the Indentures and the Registration Statement and, to the
extent that judicial or regulatory orders or decrees or consents, approvals,
licenses, authorizations, validations, filings, recordings or registrations with
governmental authorities are relevant, to those required under such laws (all of
the foregoing being referred to as "Opined on Law"). We do not express any
opinion with respect to the laws of any jurisdiction other than Opined on Law or
as to the effect of any such non-Opined on Law on the opinions herein stated.
The Debt Securities may be issued from time to time on a delayed or continuous
basis, and this opinion is limited to the laws, including the rules and
regulations, as in effect on the date hereof, which laws are subject to change
with possible retroactive effect.
Based upon and subject to the foregoing and the limitations,
qualifications, exceptions and assumptions set forth herein, we are of the
opinion that, with respect to any series of Debt Securities to be offered
pursuant to the Registration Statement (the "Offered Debt Securities"), when (1)
the Registration Statement, as finally amended (including all necessary
post-effective amendments), has become effective under the Securities Act and
the appropriate Indenture has been qualified under the Trust Indenture Act of
1939, as amended; (2) an appropriate prospectus supplement or term sheet with
respect to the Offered Debt Securities has been prepared, delivered and filed in
compliance with the Securities Act and the applicable rules and regulations
thereunder; (3) if the Offered Debt Securities are to be sold pursuant to a firm
commitment underwritten offering, an underwriting agreement with respect to the
Offered Debt Securities has been duly authorized, executed and delivered by the
Company and the other parties thereto; (4) the Board of Directors of the
Company, including any appropriate committee appointed thereby, and appropriate
officers of the Company have taken all necessary corporate action to approve the
issuance and terms of the Offered Debt Securities and related matters; (5) the
terms of the Offered Debt Securities and of their issuance and sale have been
duly established in conformity with the applicable Indenture so as not to
violate any applicable law or the articles of incorporation or by-laws of the
Company or any of its subsidiaries, or result in a default under or breach of
any agreement or instrument binding upon the Company or any of its subsidiaries
and so as to comply with any requirement or restriction imposed by any court or
governmental body having jurisdiction over the Company or any of its
subsidiaries; and (6) the Offered Debt Securities have been duly executed and
authenticated in accordance with the provisions of the applicable Indenture and
duly delivered to the purchasers thereof upon payment of the agreed-upon
consideration therefor, the Offered Debt Securities, when issued and sold in
accordance with the applicable Indenture and the applicable underwriting
agreement, if any, or any other duly authorized, executed and delivered valid
and binding purchase or agency agreement, will be valid and binding obligations
of the Company, enforceable against the Company in accordance with their
respective terms, except to the extent that enforcement thereof may be limited
by (a) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium
or other similar laws now
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February 1, 2006
Page 4
or hereafter in effect relating to creditors' rights generally, (b) general
principles of equity (regardless of whether enforceability is considered in a
proceeding at law or in equity), (c) public policy considerations which may
limit the rights of the parties to obtain further remedies and (d) the waivers
of any usury defense contained in the Indentures which may be unenforceable.
In rendering the opinion set forth above, we have assumed that the
execution and delivery by the Company of either of the Indentures and the
performance by the Company of its obligations thereunder will not violate,
conflict with or constitute a default under any agreement or instrument to which
the Company, its subsidiaries or its properties is subject, except for those
agreements and instruments that are listed in Part II of the Registration
Statement or the Company's Annual Report on Form 10-K for the year ended
February 25, 2005. In addition, we do not express any opinion as to whether the
execution or delivery by the Company of either of the Indentures or the
performance by the Company of its obligations thereunder will constitute a
violation of, or a default under, any covenant, restriction or provision
contained therein with respect to financial ratios or tests or any aspect of the
financial condition or results of operations of the Company or any of its
subsidiaries.
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 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. This opinion is expressed as of the
date hereof unless otherwise expressly stated, and we disclaim any undertaking
to advise you of any subsequent changes of the facts stated or assumed herein or
any subsequent changes in applicable law.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher &
Flom LLP