Exhibit 5.1
KIRKLAND & ELLIS
PARTNERSHIPS INCLUDING PROFESSIONAL CORPORATIONS
200 East Randolph Drive
Chicago, Illinois 60601
To Call Writer Direct: Facsimile:
312 861-2000 312 861-2000 312 861-2200
February 5, 1999
Globe Holdings, Inc.
456 Bedford Street
Fall River, Massachusetts 02720
Re: Globe Holdings, Inc.
Registration Statement on Form S-4
Registration No. 333-64669
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Ladies and Gentlemen:
We are issuing this opinion letter in our capacity as special legal counsel
to Globe Holdings, Inc., a Massachusetts corporation (the "Registrant") in
connection with the proposed registration by the Registrant of up to $49,086,000
in aggregate principal amount at maturity of the Registrant's 14% Senior
Discount Notes due 2009, Series B (the "Exchange Notes"), pursuant to a
Registration Statement on Form S-4 (Registration No. 333-64669) originally filed
with the Securities and Exchange Commission (the "Commission") on September 29,
1998, 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 Exchange Notes are to be issued pursuant
to the Indenture (the "Indenture"), dated as of August 6, 1998, between the
Registrant and Norwest Bank Minnesota, National Association, as Trustee, in
exchange for and in replacement of the Registrant's outstanding 14% Senior
Discount Notes due 2009 (the "Old Notes"), of which $49,086,000 in aggregate
principal amount at maturity 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 Restated Articles of Organization (as amended) and
By-Laws of the Registrant, (ii) minutes and records of the corporate proceedings
of the Registrant with respect to the issuance of the Exchange Notes, (iii) the
Registration Statement, and (iv) the Registration Rights Agreement, dated August
6, 1998, between the Registrant and BancAmerica Robertson Stephens.
London Los Angeles New York Washington D.C.
Globe Holdings, Inc.
February 5, 1999
Page 2
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 Registrant and the due authorization, execution
and delivery of all documents by the parties thereto other than the Registrant.
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 Registrant and
others. In rendering the opinion below, we have relied in part on the opinion of
Hale and Dorr LLP, which is filed as Exhibit 99.4 to the Registration Statement.
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 and
the federal laws of the United States of America.
Based upon and subject to the assumptions, qualifications, exclusions and
other limitations contained in this letter, we are of the opinion that when (i)
the Registration Statement becomes effective, (ii) the Indenture has been duly
qualified under the Trust Indenture Act of 1939, as amended and (iii) the
Exchange Notes 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 Old Notes, the Exchange Notes will be validly issued and
binding obligations of the Registrant.
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.
Globe Holdings, Inc.
February 5, 1999
Page 3
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 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