Exhibit 5.1
[WHITE & CASE LLP LETTERHEAD]
April 16, 2002
Board of Directors
Appleton Papers Inc.
825 East Wisconsin Avenue
Appleton, Wisconsin 54912-0359
RE: Offer to exchange any and all outstanding 12/1/2% Series A Senior
Subordinated Notes due 2008 for registered 12/1/2% Series B Senior
Subordinated Notes due 2008
------------------------------------------------------------------
Ladies and Gentlemen:
We have acted as Special New York counsel to Appleton Papers Inc., a
Delaware corporation (the "Issuer"), in connection with (i) the issuance and
sale by the Issuer of $250,000,000 aggregate principal amount of its 12/1/2%
Series A Senior Subordinated Notes due 2008 (the "Old Notes") issued pursuant to
an Indenture (the "Indenture") dated as of December 14, 2001 among the Issuer,
the guarantors party thereto (the "Guarantors") and U.S. Bank National
Association, as trustee (the "Trustee") and (ii) the Issuer's Registration
Statement on Form S-4 (the "Registration Statement"), under the Securities Act
of 1933, as amended (the"Act"), relating to the offer by the Issuer to exchange
the Old Notes for registered 12/1/2% Series B Senior Subordinated Notes due 2008
(the "Exchange Notes") filed with the Securities and Exchange Commission.
In connection with this opinion, we have examined executed originals or
copies certified to our satisfaction of such agreements, documents, certificates
and other statements of government officials and corporate officers of the
Issuer and the Guarantors, (collectively the "Appleton Parties") and such other
documents and papers as we have deemed necessary as a basis for such opinion.
We have assumed, with your permission and without any independent
investigation or verification of any kind:
Appleton Papers Inc.
Page 2
(a) that each Appleton Party and each other party to the
Indenture is a corporation, limited liability company or partnership,
as the case may be, duly incorporated or otherwise formed, validly
existing and in good standing under the laws of the state of its
formation;
(b) the genuineness of all signatures, the authority of
persons signing all documents submitted to us on behalf of the parties
thereto, the authenticity of all documents submitted to us as originals
and the conformity to original documents of all documents submitted to
us as copies;
(c) that the Indenture and the related guarantees have been
duly executed by each Appleton Party and each other party thereto, as
the case may be, and that the execution and performance by each such
party of the Indenture and the guarantees, and the consummation of the
transactions contemplated thereby, have been duly authorized and
approved by all necessary corporate or other company action on the part
of each Appleton Party and each other party thereto and does not
conflict with the provisions of any other agreement to which such
person is party; and
(d) that the Indenture is the valid and binding obligation of
each party thereto other than the Appleton Parties (the "Non-Appleton
Parties"), enforceable against such Non-Appleton Parties in accordance
with their respective terms, and that the Indenture does not contravene
any provision of any law, statute, rule or regulation other than the
law of the state of New York.
Based upon the foregoing, and subject to the limitations,
qualifications, exceptions and assumptions set forth herein, we are of the
opinion that when the Exchange Notes have been duly executed by the Company and
authenticated by the Trustee in accordance with the provisions of the Indenture,
and exchanged for the Old Notes in accordance with the terms of the exchange
offer as set forth in the Registration Statement, the Exchange Notes will be
duly issued and will constitute valid and binding obligations of the Company and
each Guarantor enforceable against the Company and each Guarantor in accordance
with their terms, except as the enforcement thereof may be limited by
bankruptcy, insolvency, reorganization or other similar laws affecting the
enforcement of creditors' rights or by general equitable principles (regardless
of whether the issue of enforceability is considered in a proceeding in equity
or at law).
The opinions expressed above are expressly limited to questions arising
under the law of the State of New York. We express no opinion as to, and assume
no responsibility for, the effect of any fact or circumstance occurring
subsequent to the date of this letter, including, without limitation,
legislative and other changes in the law or changes in circumstances affecting
the Appleton Parties. Further, we assume no responsibility to advise you of any
such facts or circumstances of which we become aware, regardless of whether or
not they affect the opinions herein.
We hereby consent to the filing of this opinion letter as an exhibit to
the Registration Statement and to the reference to our firm contained under the
heading "Legal Matters." In
Appleton Papers Inc.
Page 3
giving such consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ White & Case LLP