S i d l e y & A u s t i n
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
Dallas Bank One Plaza Hong Kong
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Los Angeles 10 S. Dearborn Street London
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New York Chicago, Illinois 60603 Shanghai
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Washington, D.C. Telephone 312 853 7000 Singapore
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Facsimile 312 853 7036 Tokyo
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Founded 1866
June 27, 2000
AptarGroup, Inc.
475 West Terra Cotta Avenue, Suite E
Crystal Lake, Illinois 60014
Re: AptarGroup, Inc.
2,080,000 Shares of Common Stock, par value $.01 per share
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Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") being filed by AptarGroup, Inc., a Delaware corporation (the
"Company"), with the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Securities Act"), relating to the registration of
2,080,000 shares of Common Stock, par value $.01 per share (the "Shares"), of
the Company, together with 2,080,000 Preferred Stock Purchase Rights (the
"Rights") associated therewith, to be issued under the Company's 2000 Stock
Awards Plan and 2000 Director Stock Option Plan (collectively, the "Plans").
The terms of the Rights are set forth in the Rights Agreement dated as of April
6, 1993 (the "Rights Agreement") between the Company and ChaseMellon Shareholder
Services, L.L.C. (formerly Chemical Bank), as Rights Agent.
We are familiar with the Amended and Restated Certificate of
Incorporation of the Company, the Amended and Restated By-laws of the Company
and the resolutions adopted to date by the Board of Directors of the Company
relating to the Plans and the Registration Statement.
In this connection, we have examined originals, or copies of originals
certified or otherwise identified to our satisfaction, of such records of the
Company and other corporate documents, have examined such questions of law and
have satisfied ourselves as to such matters of fact as we have considered
relevant and necessary as a basis for the opinions set forth herein. We have
assumed the authenticity of all documents submitted to us as originals, the
genuineness of all signatures, the legal capacity of all natural persons and the
conformity with the original documents of any copies thereof submitted to us for
our examination.
S i d l e y & A u s t i n C h i c a g o
AptarGroup, Inc
June 27, 2000
Page 2
Based on the foregoing, we are of the opinion that:
1. The Company is duly incorporated and validly existing under
the laws of the State of Delaware.
2. If, pursuant to due authorization of the Company's Board of
Directors, the Company shall issue authorized and unissued shares of its
Common Stock pursuant to either Plan, such Shares will be legally issued,
fully paid and non-assessable when (i) the Registration Statement shall
have become effective under the Securities Act; and (ii) certificates
representing such Shares shall have been duly executed, countersigned and
registered and duly delivered against receipt by the Company of the
consideration (not less than the par value thereof) provided in the
applicable Plan.
3. The Rights associated with the Shares referred to in
paragraph 2 will be legally issued when (i) such Rights have been duly
issued in accordance with the terms of the Rights Agreement and (ii) the
associated Shares have been duly issued and paid for as set forth in
paragraph 2.
We do not find it necessary for the purposes of this opinion to
cover, and accordingly we express no opinion as to, the application of the
securities or blue sky laws of the various states to the issuance and sale of
the Shares and the Rights.
This opinion is limited to the General Corporation Law of the State of
Delaware. The opinion expressed in paragraph 2 above is qualified to the extent
that the Shares referred to therein are assessable as provided in Section
180.0622 of the Wisconsin Business Corporation Law as interpreted by the courts
of the State of Wisconsin.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to all references to our firm included in or made a
part of the Registration Statement.
Very truly yours,
Sidley & Austin