Exhibit 5.2
GODFREY & KAHN, S.C.
Attorneys at Law
780 North Water Street
Milwaukee, Wisconsin 53202
Telephone: (414) 273-3500
Facsimile: (414) 273-5198
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
Ladies and Gentlemen:
We have acted as counsel to Appleton Papers Inc., a Delaware
corporation (the "Issuer"), and WTA Inc., a Delaware corporation, and
Paperweight Development Corp., a Wisconsin corporation (WTA Inc. and Paperweight
Development Corp. being together referred to herein as the "Guarantors") 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 dated as of December 14,
2001 (the "Indenture") among the Issuer, the Guarantors and U.S. Bank National
Association, as trustee (the "Trustee") and (ii) the preparation of the Issuer's
Registration Statement on Form S-4, under the Securities Act of 1933, as
amended, 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 "Notes")
initially filed with the Securities and Exchange Commission on February 4, 2002.
In so acting, we have examined such corporate records, agreements,
documents and other instruments, and such certificates or comparable documents
of public officials and of officers and representatives of the Issuer and the
Guarantors (collectively, the "Documents"), and have made such inquiries of such
officers and representatives, as we have deemed relevant and necessary as a
basis for the opinions hereinafter set forth. In such examination, we have
assumed the authenticity of all documents submitted to us as certified or
photostatic copies, the authenticity of the originals of such latter documents,
the genuineness of all signatures, the legal capacity of natural persons, the
conformity to original documents of all documents submitted to us as certified,
conformed or photostatic copies and the correctness of all factual
representations made therein. We have further assumed the final executed
Documents will be substantially the same as those which we have reviewed and
that there are no agreements or understandings between or among the parties to
the Documents with respect to the transactions contemplated
Board of Directors
Appleton Papers Inc.
June 12, 2002
Page 2
therein other than those contained in the Documents. As to all questions of fact
material to this opinion that have not been independently established, we have
relied upon certificates or comparable documents of officers and representatives
of the Issuer and the Guarantors.
Based on the foregoing, and subject to the assumptions, qualifications
and limitations stated herein, we are of the opinion that:
1. The Indenture has been duly and validly authorized, executed and
delivered by the Company and each Guarantor.
2. The Notes have been duly and validly authorized by the Company.
3. The guarantees of the Notes to be issued by the Guarantors (the
"Guarantees") have been duly and validly authorized by the Guarantor that is
delivering each of such Guarantees.
The foregoing opinions are limited to the laws of the State of
Wisconsin and the Delaware General Corporation Law in effect as of the date
hereof as they currently apply, and we express no opinion as to the laws of any
other jurisdiction, whether domestic or foreign.
These opinions are given as of the date hereof, they are intended to
apply only to those facts and circumstances that exist as of the date hereof,
and we assume no obligation or responsibility to update or supplement these
opinions to reflect any facts or circumstances that may hereafter come to our
attention or any changes in laws that may hereafter occur, or to inform you of
any change in circumstances occurring after the date hereof that would alter the
opinions rendered herein.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to being named in the related prospectus under the
caption "Legal Matters" with respect to the matters stated therein. In giving
such consent, we do not admit that we are in the category of persons from whom
consent is required under Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
/s/ Godfrey & Kahn, S.C.
GODFREY & KAHN, S.C.
GODFREY & KAHN, S.C.
Attorneys at Law
780 North Water Street
Milwaukee, Wisconsin 53202
Telephone: (414) 273-3500
Facsimile: (414) 273-5198
June 12, 2002
White & Case LLP
1155 Avenue of the Americas
New York, New York 10036-2787
Ladies and Gentlemen:
We have acted as counsel to Appleton Papers Inc., a Delaware corporation
(the "Issuer") and WTA Inc., a Delaware corporation, and Paperweight Development
Corp., a Wisconsin corporation (WTA Inc. and Paperweight Development Corp. being
together referred to herein as the "Guarantors"), 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 dated as of December 14, 2001 among the Issuer, the
Guarantors and U.S. Bank National Association, as trustee and (ii) the
preparation of the Issuer's Registration Statement on Form S-4 under the
Securities Act of 1933, as amended, relating to the offer by the Issuer to
exchange the Old Notes for registered 12 1/2% Series B Senior Subordinated Notes
due 2008 initially filed with the Securities and Exchange Commission on
February 4, 2002. In connection therewith, we have delivered an opinion of this
firm dated June 7, 2002 to the Board of Directors of the Issuer (the "G&K
Opinion"). As special New York counsel to the Issuer in connection therewith,
you are hereby authorized to rely upon the G&K Opinion, subject to the
assumptions, qualifications and limitations set forth therein.
Very truly yours,
/s/ Godfrey & Kahn, S.C.
GODFREY & KAHN, S.C.