Exhibit 5.1
Los Angeles WHITE & CASE Almaty
Miami Limited Liability Partnership Ankara
New York 1155 Avenue of the Americas Bangkok
Palo Alto New York, New York Bombay/Mumbai
Washington, D.C. Telephone: (1-212) 819-8200 Ho Chi Mihn City
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June 12, 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
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Appleton Papers Inc.
Page 2
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 guaranteed by the Guarantors 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 and associated guarantees
for registered 12/1/2% Series B Senior Subordinated Notes due 2008 (the
"Exchange Notes") and associated guarantees (the "Guarantees") filed with the
Securities and Exchange Commission. The Exchange Notes and the Guarantees will
be issued pursuant to the Indenture.
In so acting, 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. In this
connection, we have assumed the genuineness of signatures on, the authenticity
of all documents submitted to us as originals and the conformity to authentic
original documents of all documents submitted to us as certified, conformed,
facsimile or photostatic copies.
We have further assumed, with your permission and without any independent
investigation or verification of any kind 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.
We have also relied with your permission upon the opinion of Godfrey &
Kahn, S.C. dated of even date herewith to the extent such opinion relates to the
matters covered in the opinion set forth below insofar as Godfrey & Kahn, S.C.'s
opinion relates to laws of states other than the state of New York. To the
extent that our opinion expressed below involves conclusions as to the matters
set forth in the opinion of Godfrey & Kahn S.C., we have assumed, without
independent investigation, the correctness of the matters set forth in Godfrey &
Kahn S.C.'s opinion, and our opinion is subject to the assumptions,
qualifications and limitations set forth in such opinion.
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 and delivered 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, (i) the Exchange Notes will be
duly issued and will constitute valid and binding obligations of the Company
enforceable against the Company in accordance with their terms, except as the
enforcement thereof may be limited by
Appleton Papers Inc.
Page 3
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), and (ii) when executed in accordance with the terms of the Indenture
and upon due execution, authentication and delivery of the Exchange Notes in
accordance with the exchange offer and Indenture each of the Guarantees will be
duly issued and will constitute valid and binding obligations of such Guarantor
enforceable against such 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 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
JEK:MCG:aa