[H&D Letterhead]
February 5, 1999
Globe Holdings, Inc.
456 Bedford Street
Fall River, MA 02720
Re: Globe Holdings, Inc.
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Ladies and Gentlemen:
We have been asked by Globe Holdings, Inc., a Massachusetts corporation
(the "Company"), to act as special counsel to provide this opinion in connection
with the proposed registration by the Company of up to $49,086,000 in aggregate
principal amount at maturity of the Company's 14% Senior Discount Notes due
2009, Series B (the "Exchange Notes") pursuant to the Registration Statement on
Form S-4 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 supplement, 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 Company and Norwest Bank Minnesota, National Association, as
Trustee, in exchange for and in replacement of the Company's outstanding 14%
Senior Discount Notes due 2009 (the "Old Notes"), of which $49,086,000 in
aggregate principal amount at maturity is outstanding. We have not represented
the Company in connection with the Registration Statement, the Exchange Notes or
the Indenture.
In rendering these opinions, we have examined and relied upon the Articles
of Organization and By-laws of the Company, each as amended and/or restated to
date, records of the Board of Directors of the Company, the Indenture, a form of
the Exchange Notes, certificates of representatives of the Company and of public
officials and other such documents as we have deemed necessary as the basis for
the opinions hereinafter expressed.
In our examination of the documents referred to above, we have assumed the
genuineness of all signatures, the legal capacity of each signatory to such
documents, the authenticity, accuracy and completeness of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as copies, the authenticity, accuracy and completeness
of the originals of such latter documents, the authority of such
Globe Holdings, Inc.
February 5, 1999
Page 2
persons signing on behalf of the parties thereto other than the Company and the
due authorization, execution and delivery of all documents by the parties
thereto other than the Company.
Insofar as this opinion relates to factual matters, without independent
investigation, we have relied upon statements and representations of officers
and other representatives of the Company and others. We assume that appropriate
action will be taken, prior to the issuance of the Exchange Notes, to register
and qualify the Exchange Notes for sale under all applicable securities laws.
Our opinions below are qualified to the extent that they may be subject to
or affected by (i) applicable bankruptcy, insolvency, reorganization,
moratorium, usury, fraudulent conveyance or similar laws affecting the rights of
creditors generally, (ii) statutory or decisional law concerning recourse by
creditors to security in absence of notice or hearing, and (iii) duties and
standards imposed on creditors and parties to contracts, including, without
limitation, requirements of good faith, reasonableness and fair dealing.
Furthermore, we express no opinion as to the availability of any equitable or
specific remedy, or as to the successful assertion of any equitable defense,
upon any breach of any agreements or documents as to which we are opining herein
or obligations referred to therein, or any other matters, inasmuch as the
availability of such remedies or defenses may be subject to the discretion of a
court. We express no opinion herein as to the enforceability of the Indenture or
the Exchange Notes. We also express no opinion relating to choice of law or
consent to jurisdiction. Our opinion below as to the authorization, execution
and delivery of the Indenture and Exchange Notes is qualified in that we have
assumed that (i) the transactions contemplated by the Indenture do not
constitute a fraudulent transfer or conveyance by the Company under applicable
Massachusetts or federal laws; (ii) after giving effect to the consummation of
all of the transactions contemplated by the Indenture, the Company will not be
rendered insolvent; and (iii) the Exchange Notes that are to be executed and
delivered by the Company are substantially identical to the form of the Exchange
Notes reviewed by us, and we express no opinion as to whether such assumptions
are reasonable or correct.
Our opinion expressed in paragraph 1 below as to the valid existence and
corporate good standing of the Company in Massachusetts is based solely on a
certificate of legal existence and good standing issued by the Secretary of
State of the Commonwealth of Massachusetts dated February 1, 1999 and our
opinion with respect to such matters is limited accordingly and rendered as of
the date of such certificate.
For the purposes of this opinion, we have assumed that the Indenture is the
valid and binding obligation of Norwest Bank Minnesota, National Association,
enforceable against it in accordance with its terms. We are expressing no
opinion herein as to the application of or
Globe Holdings, Inc.
February 5, 1999
Page 3
compliance with any federal or state law or regulation to the power, authority
or competence of any party to the documents other than the Company.
We have not made any investigation of the laws of any jurisdiction other
than the state laws of the Commonwealth of Massachusetts and the federal laws of
the United States, and we are opining herein solely with respect to the state
laws of the Commonwealth of Massachusetts, and the federal laws of the United
States. To the extent that the laws of any other jurisdiction govern any matters
as to which we express an opinion below, we have assumed for purposes of this
opinion, without independent investigation, that the laws of such jurisdiction
are the same as the state laws of the Commonwealth of Massachusetts, and we
express no opinion as to whether such assumption is reasonable or correct.
On the basis of and subject to the foregoing, we are of the opinion that:
1. The Company is a corporation validly existing and in corporate good
standing under the laws of the Commonwealth of Massachusetts.
2. The Company has all requisite corporate power and authority to execute
and deliver the Indenture and to perform its obligations thereunder. The
execution and delivery by the Company of the Indenture and the consummation by
the Company of the transactions contemplated thereby have been duly and validly
authorized by all necessary corporate action on the part of the Company. The
Indenture has been duly and validly executed and delivered by the Company.
3. The Company has all requisite corporate power and authority to execute
and deliver the Exchange Notes and to perform its obligations thereunder. The
execution and delivery by the Company of the Exchange Notes and the consummation
by the Company of the transactions contemplated thereby have been duly and
validly authorized by all necessary corporate action on the part of the Company.
This opinion is based upon current existing statutes, rules, regulations
and judicial decisions, and we disclaim any obligation to advise you of any
change in any of these sources of law or subsequent legal or factual
developments which might affect any of the matters or opinions set forth herein.
Globe Holdings, Inc.
February 5, 1999
Page 4
We are opining only as to matters expressly set forth herein, and no
opinion should be inferred as to any other matters. This opinion letter may not
be used or relied upon by you or any other person for any purpose whatsoever,
without in each instance our prior written consent. Copies of this opinion
letter may not be furnished to any other person or entity other than your
counsel, nor may any portion of this letter be quoted, circulated or referred to
in any other document, without in each instance our prior written consent.
However, Kirkland & Ellis may rely upon this opinion letter to the same extent
as if it were an addressee hereof.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 99.4 to the Registration Statement.
Very truly yours,
/s/ HALE AND DORR LLP
HALE AND DORR LLP