EXHIBIT 5.1
KIRKLAND & ELLIS
PARTNERSHIPS INCLUDING PROFESSIONAL CORPORATIONS
200 East Randolph Drive
Chicago, Illinois 60601
312 861-2000 Facsimile:
312 861-2200
June 5, 1996
American Pad & Paper Company
17304 Preston Road, Suite 700
Dallas, Texas 75252
Re: American Pad & Paper Company Registration Statement
on Form S-1 Registration No. 333-4000
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Ladies and Gentlemen:
We are acting as special counsel to American Pad & Paper Company, a
Delaware corporation (the "Company"), in connection with the proposed
registration by the Company of 12,500,000 shares (the "Primary Shares") of its
Common Stock, par value $.01 per share (the "Common Stock"), to be issued and
sold by the Company and up to 5,468,750 shares (the "Secondary Shares" and
together with the Primary Shares, the "Shares") of Common Stock to be sold by
certain stockholders of the Company (the "Selling Stockholders"), pursuant to a
Registration Statement on Form S-1 (Registration No. 333-4000), originally filed
with the Securities and Exchange Commission (the "Commission") on April 25, 1996
under the Securities Act of 1933, as amended (the "Act") (such Registration
Statement, as amended or supplemented, is hereinafter referred to as the
"Registration Statement"). The Shares are to be sold pursuant to an
underwriting agreement (the "Underwriting Agreement") between the Company, the
Selling Stockholders and Morgan Stanley & Co. Incorporated, Alex. Brown & Sons
Incorporated, BT Securities Corporation, CS First Boston Corporation, Goldman,
Sachs & Co., Salomon Brothers Inc. and Wasserstein Perella Securities, Inc., as
representatives of the several United States underwriters, and Morgan Stanley &
Co. International Limited, Alex. Brown & Sons Incorporated, Bankers Trust
International PLC, CS First Boston Limited, Goldman Sachs International, Salomon
Brothers International Limited and Wasserstein Perella Securities, Inc., as
representatives of the several international underwriters.
In that connection, we have examined such corporate proceedings,
documents, records and matters of law as we have deemed necessary to enable us
to render this opinion.
American Pad & Paper Company
June 5, 1996
Page 2
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 legal capacity of
all natural persons, the 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 Company and
the due authorization, execution and delivery of all documents by the parties
thereto other than the Company. As to any facts material to the opinions
expressed herein, we have relied upon the statements and representations of
officers and other representations of the Company and others.
Our opinion expressed below is 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 internal laws of the State of
Texas, the General Corporation law of the State of Delaware and the federal law
of the United States of America.
Based upon and subject to the foregoing qualifications, assumptions and
limitations and the further limitations set forth below, we hereby advise you
that in our opinion:
(1) The Company is a corporation validly existing and in good standing
under the laws of the State of Delaware.
(2) Upon the effectiveness of the Restated Certificate of Incorporation
of the Company, the Primary Shares will be duly authorized, and, when (i) the
Registration Statement becomes effective under the Act, (ii) the Board of
Directors of the Company has taken all necessary action to approve the issuance
and sale of the Primary Shares and (iii) the Primary Shares have been duly
executed and delivered on behalf of the Company and issued in accordance with
the terms of the Underwriting Agreement upon receipt of the consideration to be
paid therefor, the Primary Shares will be validly issued, fully paid and
nonassessable.
(3) Upon the effectiveness of the Restated Certificate of Incorporation
of the Company, the Secondary Shares will be duly authorized and, when the
Registration Statement becomes effective under the Act, will be validly issued,
fully paid and nonassessable.
American Pad & Paper Company
June 5, 1996
Page 3
We hereby consent to the filing of this opinion with the Commission
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 Act or the rules and
regulations of the Commission. This opinion and consent may be incorporated by
reference in a subsequent registration statement on Form S-1 filed pursuant to
Rule 462(b) under the Act with respect to the registration of additional
securities for sale in the offering contemplated by the Registration Statement.
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 and sale of the Primary
Shares and the sale of the Secondary Shares.
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 Texas or Delaware or the federal law of the United States
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 purpose.
Very truly yours,
/s/ Kirkland & Ellis
KIRKLAND & ELLIS