EXHIBIT 5.1
[LETTERHEAD OF KIRKLAND & ELLIS]
June 24, 1997
American Builders & Contractors Supply Co., Inc.
One ABC Parkway
Beloit, Wisconsin 53511
Re: American Builders & Contractors Supply Co., Inc.
Amcraft Building Products Co., Inc. and
Mule-Hide Products Co., Inc.
Registration Statement on Form S-4
Registration No. 33-26991
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Ladies and Gentlemen:
We are issuing this opinion letter in our capacity as special legal counsel
to American Builders & Contractors Supply Co., Inc., a Delaware corporation (the
"Issuer"), Amcraft Building Products Co., Inc., a Delaware corporation
("Amcraft") and Mule-Hide Products Co., Inc., a Texas corporation ("Mule-Hide,"
and together with Amcraft, the "Guarantors," and together with the Issuer and
Amcraft, the "Registrants"), in connection with the proposed registration by the
Issuers of up to $100,000,000 in aggregate principal amount of the Issuer's
10 5/8% Series B Senior Subordinated Notes due 2007 (the "Exchange Notes"),
pursuant to a Registration Statement on Form S-4 (Registration No. 33-26991)
filed with the Securities and Exchange Commission on May 13, 1997 under the
Securities Act of 1933, as amended (the "Act") (such Registration Statement, as
amended or supplemented, is hereinafter referred to as the "Registration
Statement"). The obligations of the Issuer under the Exchange Notes will be
guaranteed by the Guarantors (the "Guarantee"). The Exchange Notes and the
Guarantee are to be issued pursuant to the Indenture (the "Indenture"), dated as
of May 7, 1997, among the Issuers, the Guarantors and Norwest Bank Minnesota,
National Association, as Trustee, in exchange for and in replacement of the
Issuer's outstanding 10 5/8% Senior Subordinated Notes due 2007 (the "Notes"),
of which $100,000,000 in aggregate principal amount is outstanding.
[LETTERHEAD OF KIRKLAND & ELLIS]
KIRKLAND & ELLIS
American Builders & Contractors Supply Co., Inc.
June 24, 1997
Page 2
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 Certificate of Incorporation, as amended, or the
Articles of Incorporation, as amended, as the case may be, of the Registrants,
(ii) the By-Laws of the Registrants, (iii) minutes and records of the corporate
proceedings of the Registrants with respect to the issuance of the Exchange
Notes and the Guarantee, respectively, (iv) the Registration Statement, and (v)
the Registration Rights Agreement, dated May 7, 1997, among the Issuer and the
Guarantors, and NationsBanc Capital Markets, Inc. and First Chicago 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 and the due authorization, execution and delivery of all
documents by the parties thereto other than the Registrants. 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 Issuer and others.
Our opinion expressed below is 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, the
General Corporation Law of the State of Delaware and the federal laws of the
United States of America.
Based upon and subject to the assumptions, qualifications, assumptions and
limitations and the further limitations set forth below, we are of the opinion
that when (i) the Registration Statement becomes effective, (ii) the Board of
Directors and the appropriate officers of the Registrants have taken all
necessary action to fix and approve the terms of the Exchange Notes and the
Guarantee, respectively, (iii) the Indenture has been duly qualified under the
Trust Indenture Act of 1939, as
KIRKLAND & ELLIS
American Builders & Contractors Supply Co., Inc.
June 24, 1997
Page 3
amended and (iv) the Exchange Notes and the Guarantee have been duly executed
and authenticated in accordance with the provisions of the Indenture and duly
delivered to the purchasers thereof in exchange for the Notes, the Exchange
Notes and the Guarantee will be validly issued obligations of the Registrants.
We hereby consent to the filing of this opinion with the commission 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 Act or the rules and
regulations of the Commission.
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 New York or Delaware or the federal law of the United
States be changed by legislative action, judicial decision or otherwise.
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 purpose.
Sincerely,
\s\ Kirkland & Ellis
Kirkland & Ellis