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Exhibit 5.1
to Registration Statement on Form S-4
KIRKLAND & ELLIS
655 Fifteenth Street, NW
Washington, DC 20005
To Call Writer Direct:
202 879-5000
June 5, 1998
RBX Corporation
5221 Valley Park Drive
Roanoke, VA 24019-3074
Re: 12% Series B Senior Secured Notes due 2003
Ladies and Gentlemen:
We are acting as special counsel to RBX 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 12%
Series B Senior Secured Notes due 2003 (the "New Notes"), pursuant to a
Registration Statement on Form S-4 filed with the Securities and Exchange
Commission (the "Commission") on April 8, 1998 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 12% Series A Senior Secured Notes due 2003 (the "Old Notes"). The New
Notes are to be issued pursuant to the Indenture (the "Indenture"), dated as of
December 11, 1997, between the Company and State Street Bank and Trust Company,
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, (ii) minutes and records of the corporate proceedings of the Company
with respect to the issuance of the New Notes, (iii) the Registration Statement
and exhibits thereto and (iv) the Registration Rights Agreement, dated as of
December 11, 1997, among the Company, the Subsidiary Guarantors and the Initial
Purchasers (the "Registration Rights Agreement"). Capitalized terms used
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June 5, 1998
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but not defined herein shall have the meanings ascribed to them in the
Registration Rights Agreement.
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 due authorization, execution and
delivery of all documents by the parties thereto other than the Company. 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 is a corporation existing and in good standing under
the General Corporation Law of the State of Delaware.
(2) The sale and issuance of the New Notes has been validly
authorized by the Company.
(3) 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, (iv) the New Notes shall 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, and (v) the
Board of Directors and the appropriate officers of the Company have taken all
necessary action to fix and approve the terms of the New Notes, the New Notes
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.
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,
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RBX Corporation
June 5, 1998
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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 opinion in
paragraph 1, we have relied exclusively upon recent certificates issued by the
Delaware Secretary of State and such opinion is 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
headings "Certain Federal Income Tax Consequences" and "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 New 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.
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