Exhibit 5.1
-----------
KIRKLAND & ELLIS
PARTNERSHIPS INCLUDING PROFESSIONAL CORPORATIONS
200 East Randolph Drive
Chicago, Illinois 60601
312-861-2000
To Call Writer Direct: Facsimile:
312-861-2000 312-861-2200
April 28, 1997
BWAY Corporation
8607 Roberts Drive
Suite 250
Atlanta, Georgia 30350
Re: 10 1/4% Senior Subordinated Notes due 2007, Series B
----------------------------------------------------
Ladies and Gentlemen:
We are acting as special counsel to BWAY Corporation, a Delaware
corporation (the "Company"), in connection with the proposed registration by the
Company of up to $100,000,000 in aggregate principal amount of the Company's 10
1/4% Senior Subordinated Notes due 2007, Series B (the "Exchange Notes"),
pursuant to a Registration Statement on Form S-4 to be filed with the Securities
and Exchange Commission (the "Commission") on or about April 28, 1997 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 10 1/4% Senior Subordinated Notes due 2007
(the "Old Notes"). We are also acting as special counsel to Armstrong
Containers, Inc., Brockway Standard, Inc., Brockway Standard (Canada), Inc.,
Brockway Standard (New Jersey), Inc., Brockway Standard (Ohio), Inc., Materials
Management, Inc., Milton Can Company, Inc. and Plate Masters, Inc.
(collectively, the "Subsidiary Guarantors") as issuers of guarantees
(collectively, the "Guarantees") of the obligations of the Company under the
Exchange Notes. The Exchange Notes and the Guarantees are to be issued pursuant
to the Indenture (the "Indenture"), dated as of April 11, 1997, among the
Company, the Subsidiary Guarantors and Harris Trust and Savings Bank, as
Trustee, in exchange for and in replacement of the Company's outstanding Old
Notes, of which $100,000,000 in aggregate principal amount is outstanding.
In that connection, 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
and each Subsidiary Guarantor, (ii) minutes and records of the corporate
proceedings of the Company and each Subsidiary Guarantor with respect to the
issuance of the
BWAY Corporation
April 28, 1997
Page 2
Exchange Notes and the Guarantees, respectively, (iii) the Registration
Statement and exhibits thereto and (iv) the Registration Rights Agreement, dated
as of April 11, 1997, among the Company, the Subsidiary Guarantors, BT
Securities Corporation, Bankers Trust International plc, Bear, Stearns & Co.
Inc. and NationsBanc Capital Markets, Inc.
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 Company and the Subsidiary Guarantors, and the
due authorization, execution and delivery of all documents by the parties
thereto other than the Company and the Subsidiary 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 Company and others.
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 and each Subsidiary Guarantor (other than Brockway Standard
(Canada), Inc. ("BSC")) is a corporation existing and in good standing under the
General Corporation Law of the State of Delaware. BSC is a corporation
incorporated, amalgamated or continued under the laws of the Province of Ontario
and has not been dissolved.
(2) The sale and issuance of the Exchange Notes has been validly authorized
by the Company.
(3) The Guarantees have been validly authorized by each of the Subsidiary
Guarantors.
(4) 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 Old Notes shall have been validly tendered to the
Company and (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 and each Subsidiary Guarantor'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
BWAY Corporation
April 28, 1997
Page 3
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 each Guarantee will constitute the valid and binding obligation of
the respective Subsidiary Guarantor.
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 purposes of the opinions in paragraph 1, we have relied exclusively
upon (a) in the case of the Company and each Subsidiary Guarantor (other than
BSC), recent certificates issued by the Delaware Secretary of State and (b) in
the case of BSC, a recent certificate issued by the Ministry of Consumer and
Commercial Relations of the Province of Ontario, and such opinions are 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.
BWAY Corporation
April 28, 1997
Page 4
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