EXHIBIT 5.1
KIRKLAND & ELLIS
PARTNERSHIPS INCLUDING PROFESSIONAL CORPORATIONS
Citicorp Center
153 East 53rd Street
New York, New York 10022-4675
212 446-4800
Facsimile:
212 446-4900
July 13, 1998
Alliance Laundry Systems LLC
Shepard Street
P.O. Box 990
Ripon, Wisconsin 54971-0990
Re: Offer by Alliance Laundry Systems LLC and Alliance Laundry Corporation to
Exchange their Series B 9 5/8% Senior Subordinated Notes due 2008 for any
and all Notes due 2008 of their outstanding Series A 9 5/8% Senior
Subordinated Notes due 2008
Ladies and Gentlemen:
We are acting as special counsel to Alliance Laundry Systems LLC, a Delaware
limited liability company (the "Company") and Alliance Laundry Corporation
("ALC" and, together with the Company, the "Issuers"), in connection with the
proposed registration by the Issuers of up to $110,000,000 in aggregate
principal amount of the Issuer's Series B 9 5/8% Senior Subordinated Notes due
2008 (the "Exchange Notes"), pursuant to a Registration Statement on Form S-4
originally filed with the Securities and Exchange Commission (the "Commission")
on June 15, 1998 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 Company's outstanding Series A 9
5/8% Senior Subordinated Notes due 2008 (the "Notes").
Alliance Laundry Systems LLC
July 13, 1998
Page 2
The Exchange Notes are to be issued pursuant to the Senior Subordinated Note
Indenture (the "Senior Subordinated Note Indenture"), dated as of May 5, 1998,
among the Issuers, the guarantors named therein (the "Guarantors"), and The
United States Trust Company of New York, as trustee (the "Trustee"), in exchange
for and in replacement of the Company's outstanding Senior Subordinated Notes,
of which $110,000,000 in aggregate principal amount is outstanding.
In connection with the Exchange Offer, 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 Company, ALC, and the Guarantors, (ii) minutes and records of
the corporate proceedings of the Company, ALC, and the Guarantors 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 May 5,
1998, by and among the Issuers, Alliance Laundry Holdings LLC, and Lehman
Brothers Inc. and Credit Suisse First Boston Corporation.
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 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 Issuers and the Guarantors, and the due
authorization, execution and delivery of all documents by the parties thereto
other than the Issuers and the Guarantors. 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 Issuers, the Guarantors, and others.
Alliance Laundry System LLC
July 13, 1998
Page 3
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) The Company is a limited liability company existing and in good standing
under the Delaware Limited Liability Company Act.
(2) ALC is a corporation existing and in good standing under the Delaware
General Corporation Law.
(3) The issuance of the Exchange Notes has been duly authorized by each of
the Issuers.
(4) Each Guarantee has been duly authorized by the respective Guarantor.
(5) 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 Notes shall have been validly tendered to the
Company, (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 Company's Board of Managers (or authorized committee
thereof) and ALC's Board of Directors (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 Company and ALC and the
Guarantees will constitute valid and binding obligations of the Guarantors under
the terms and conditions described in the Registration Statement, the Indenture,
the resolutions of the Guarantors' Board of Managers (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.
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 the State of New York and
the General Corporation Law of the State of Delaware. We advise you that issues
addressed by this letter may be governed in whole or in part by other laws, but
we express no opinion as to whether any relevant difference exists between the
laws upon which our opinions are based and any other laws which may actually
govern. For
Alliance Laundry Systems LLC
July 13, 1998
Page 4
purposes of the opinion in paragraphs 1 and 2, we have relied exclusively upon
recent certificates issued by the Delaware Secretary of State, and such opinion
is 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 of 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