Exhibit 5.2
October 22, 2002
PCA LLC
PCA Finance Corp.
815 Matthews-Mint Hill Road
Matthews, North Carolina 28105
Registration Statement on Form S-4
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Ladies and Gentlemen:
In connection with the Registration Statement on Form S-4 (the
"Registration Statement") filed by PCA LLC, a Delaware limited liability company
("PCA"), PCA Finance Corp., a Delaware corporation ("PCA Finance," and together
with PCA, the "Issuers") and certain related entities (the "Guarantors"), with
the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Act of 1933, as amended (the "Act"), and the rules and regulations
under the Act, we have been requested to render our opinion as to the legality
of the securities being registered under the Registration Statement. The
Registration Statement relates to the registration under the Act of the Issuers'
$165,000,000 aggregate principal amount of 11.875% Senior Notes due 2009 (the
"Exchange Notes") and the guarantees of the Exchange Notes by the Guarantors
(the "Guarantees"). Capitalized terms used and not otherwise defined in this
opinion have the respective meanings given them in the Registration Statement.
The Exchange Notes are to be offered in exchange for the
Issuers' outstanding $165,000,000 aggregate principal amount of 11.875% Senior
Notes due 2009
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(the "Initial Notes") issued and sold by the Issuers on June 27, 2002 in an
offering exempt from registration under the Act. The Exchange Notes will be
issued by the Issuers in accordance with the terms of the Indenture (the
"Indenture"), dated as of June 27, 2002, among the Issuers, the Guarantors and
The Bank of New York, as trustee (the "Trustee").
In connection with this opinion, we have examined originals,
conformed copies or photocopies, certified or otherwise identified to our
satisfaction, of the following documents (collectively, the "Documents"):
(i) the Registration Statement (including its exhibits);
(ii) the Indenture, including as exhibits thereto the forms
of Exchange Note and the related Guarantees, included as Exhibit 4.1 to the
Registration Statement; and
(iii) the Registration Rights Agreement included as
Exhibit 4.3 to the Registration Statement.
In addition, we have examined (i) those corporate, limited
liability company and partnership records of the Issuers and the Guarantors as
we have considered appropriate and (ii) those other certificates, agreements and
documents as we deemed relevant and necessary as a basis for the opinion
expressed below.
We have also relied upon oral and written statements of
officers and representatives of the Issuers and the Guarantors, the factual
matters contained in the representations and warranties of the Issuers and the
Guarantors made in the Documents and upon certificates of public officials and
officers of the Issuers and the Guarantors.
In our examination of the Documents and in rendering the
opinion set forth below, we have assumed, without independent investigation, (i)
the genuineness of all signatures, (ii) the authenticity of all documents
submitted to us as originals, (iii) the conformity to the original documents of
all documents submitted to us as certified, photostatic, reproduced or conformed
copies of validly existing agreements or other documents, (iv) the authenticity
of all the latter documents, (v) the legal capacity of all individuals who have
executed any of the documents which we examined and (vi) that the statements
regarding matters of fact in the certificates, records, agreements, instruments
and documents that we have examined are accurate and complete.
We have also assumed, without independent investigation, (i)
the enforceability of any of the Documents against each party thereto (other
than the Issuers and the Guarantors), (ii) that the Exchange Notes will be
issued as described in the Registration Statement, (iii) the Indenture was duly
authorized, executed and delivered by the parties thereto (other than the
Issuers and the Guarantors) and (iv) the Exchange
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Notes and the Guarantees will be in substantially the forms
attached to the Indenture and that any information omitted from any such forms
will be properly added.
With regards to certain matters relating to state law, we
have, with your permission, relied upon the opinion of J. Robert Wren filed as
Exhibit 5.1 to the Registration Statement.
Based on the foregoing, and subject to the assumptions,
exceptions and qualifications set forth in this letter, we are of the opinion
that when duly issued, authenticated and delivered in accordance with the terms
of the Indenture, the Exchange Notes will be legal, valid and binding
obligations of each of the Issuers enforceable against each of the Issuers in
accordance with their terms and the Guarantees will be legal, valid and binding
obligations of each of the Guarantors enforceable against each of the Guarantors
in accordance with their terms, except in each case as enforceability may be
limited by (a) bankruptcy, insolvency, fraudulent conveyance or transfer,
reorganization, moratorium and other similar laws affecting creditors' rights
generally and (b) general principles of equity (regardless of whether
enforcement is considered in a proceeding in equity or at law).
The opinion expressed above is limited to the laws of the
State of New York, the General Corporation Law of the State of Delaware, the
Limited Liability Company Act of the State of Delaware, the federal laws of the
United States of America and the judicial decisions interpreting these laws. Our
opinion is rendered only with respect to the laws, and the rules, regulations
and orders under those laws, that are currently in effect. Except as set forth
herein, this letter is not to be relied upon by any other person without our
prior written authorization.
We consent to the use of our name in the Registration
Statement and in the prospectus contained in the Registration Statement as it
appears in the caption "Legal Matters" and to the use of this opinion as an
exhibit to the Registration Statement. In giving this consent, we do not admit
that we come within the category of persons whose consent is required by the Act
or by the rules and regulations under the Act.
Very truly yours,
/s/ PAUL, WEISS, RIFKIND, WHARTON & GARRISON
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PAUL, WEISS, RIFKIND, WHARTON & GARRISON