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Exhibit 5.1
[LETTERHEAD OF KIRKLAND & ELLIS]
[DATE]
Steel Heddle Mfg. Co.
1801 Rutherford Road
Greenville, SC 29607
Re: Offer by Steel Heddle Mfg. Co. to Exchange its 10 5/8% Series
B Senior Subordinated Notes Due 2008 for any and all
of its 10 5/8% Series A Senior Subordinated Notes Due 2008
Ladies and Gentlemen:
We are acting as special counsel to Steel Heddle Mfg. Co., a
Pennsylvania 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 5/8% Series B Senior Subordinated Notes due 2008 (the "New
Notes"), pursuant to a Registration Statement) on Form S-4 filed with the
Securities and Exchange Commission (the "Commission") on _________________,
1998 (such Registration Statement, as amended or supplemented, is hereinafter
referred to as the "Registration Statement" under the Securities Act of 1933,
as amended (the "Securities Act"), for the purpose of effecting an exchange
offer (the "Exchange Offer") for the Company's 10 5/8% Series A Senior
Subordinated Notes due 2008 (the "Notes"). The New Notes are to be issued
pursuant to the Indenture (the "Indenture"), dated as of May 26, 1998 between
the Company, as issuer, the guarantors named therein (the "Guarantors") and
United States Trust Company of New York, as Trustee, in exchange for and in
replacement of the Company's outstanding 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
May 26, 1998, between the Company, the Guarantors, Donaldson, Lufkin & Jenrette
Securities Corporation and NationsBanc Montgomery Securities LLC. The New
Notes will be guaranteed on a senior subordinated basis by the Guarantors (the
"Guarantees").
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Steel Heddle Mfg. Co.
[DATE]
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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 Business Corporation Law of 1988 of the Commonwealth of Pennsylvania.
(2) The issuance of the New Notes has been validly authorized by the
Company.
(3) Each Guarantee has been duly authorized by the respective
Guarantor.
(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 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 Notes, (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 and (vi) any legally required consents,
approvals, authorizations or other order of the Commission or any other
regulatory authorities have been obtained, 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, and the
Guarantees will constitute valid and binding obligations of the Guarantors
under the terms and conditions described in the Registration Statement, the
Indenture, the resolutions of each 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.
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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Steel Heddle Mfg. Co.
[DATE]
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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. 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. We assume, with your permission, for purposes of the opinions
expressed in this letter that the laws of the Commonwealth of Pennsylvania are
identical to the laws of the State of New York with respect to all matters that
are the subject of the opinions set forth herein. For purposes of the opinion
in paragraph 1, we have relied exclusively upon recent certificates issued by
the Department of State of the Commonwealth of Pennsylvania, 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
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 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 State of 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,
KIRKLAND & ELLIS