1
EXHIBIT 5.01
[GIBSON, DUNN & CRUTCHER LLP LETTERHEAD]
May 7, 1997
(212) 351-4000 C 18591-00003
CSK Auto, Inc.
Kragen Auto Supply Co.
Schuck's Distribution Co.
645 E. Missouri Avenue
Phoenix, Arizona 85012
Re: Exchange of 11% Senior Subordinated Notes Due 2006
Ladies and Gentlemen:
We have acted as counsel for CSK Auto, Inc., an Arizona corporation (the
"Company"), and its wholly-owned subsidiaries Kragen Auto Supply Co., a
California corporation ("Kragen"), and Schuck's Distribution Co., a Washington
corporation ("Schuck's") (the Company, Kragen and Schuck's are collectively
referred to herein as the "Registrants"), in connection with the proposed offer
by the Company (the "Exchange Offer") to exchange $125,000,000 aggregate
principal amount of 11% Series A Senior Subordinated Notes Due 2006 (the
"Notes") of the Company for a like aggregate principal amount of privately
placed 11% Senior Subordinated Notes Due 2006 (the "Old Notes"). The Notes
will be guaranteed pursuant to the terms of the Indenture (as defined below) on
a senior subordinated basis (each, a "Guarantee") by Kragen and Schuck's (each,
a "Guarantor"). The Notes will be issued pursuant to an Indenture dated as of
October 30, 1996 (the "Indenture") by and among the Company, the Guarantors and
The Bank of New York (the "Trustee"), as successor to Wells Fargo Bank, N.A.
As such counsel, we have examined, among other things, (i) the
Registration Statement on Form S-4 (File No. 333-22511) and Amendments No. 1
and No. 2 thereto filed by the Registrants with the Securities and Exchange
Commission (the "Commission") to register under the Securities Act of 1933, as
amended, the issuance of the Notes and the Guarantees, (ii) the Indenture, and
2
CSK Auto, Inc.
Kragen Auto Supply Co.
Schuck's Distribution Co.
May 7, 1997
Page 2
(iii) the form of the Notes to be issued pursuant to the Indenture. The Notes
and the Indenture, which Indenture contains the Guarantees, are sometimes
referred to herein collectively as the "Note Documents." We have also examined
the proceedings and other actions taken by the Company and the Guarantors in
connection with the authorization, execution and delivery of the Indenture and
the issuance of the Notes and the Guarantees thereunder. We have also made
such other inquiries and examined, among other things, originals or copies,
certified or otherwise identified to our satisfaction, of such records,
agreements, certificates, instruments and other documents as we have considered
necessary or appropriate for the purposes of this opinion.
In rendering this opinion, we have assumed:
(a) The Notes have been legally issued by the Company, and
the Note Documents constitute the legal, valid and binding agreements of
the Company, to the extent that the binding nature of the Note Documents
involves matters governed by the laws of the State of Arizona;
(b) The Guarantee of Schuck's has been legally issued by
Schuck's, and the Indenture constitutes binding agreement of Schuck's,
to the extent the binding nature of the Indenture involves matters
governed by the laws of the State of Washington;
(c) The due and valid execution and delivery of the Indenture
by the Trustee, and that the Indenture constitutes the legal, valid and
binding agreement of the Trustee; and
(d) The genuineness of all signatures, the legal capacity of
all natural persons, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents
submitted to us as certified or photostatic copies and the authenticity
of the originals of such latter documents.
Based upon the foregoing, and in reliance thereon, and subject to
receipt by the Company and the Guarantors from the Commission of an order
declaring the Registration Statement effective, we are of the opinion that:
1. The Notes, when issued and delivered in exchange for the Old
Notes in the manner described in the Registration Statement and when executed
and authenticated as specified in the Indenture, will constitute binding
obligations of the Company, to the extent the binding nature of the Notes
involves matters governed by the laws of the State of New York.
3
CSK Auto, Inc.
Kragen Auto Supply Co.
Schuck's Distribution Co.
May 7, 1997
Page 3
2. The Guarantee of Schuck's, when issued and delivered in
connection with the exchange of the Old Notes in the manner described in the
Registration Statement and when the Notes and such Guarantee have been executed
and, in the case of the Notes, authenticated, as specified in the Indenture,
will constitute a binding obligation of Schuck's, to the extent the binding
nature of such Guarantee involves matters governed by the laws of the State of
New York.
3. The Guarantee of Kragen, when issued and delivered in connection
with the exchange of the Old Notes in the manner described in the Registration
Statement and when the Notes and such Guarantee have been executed and, in the
case of the Notes, authenticated, as specified in the Indenture, will be
legally issued and will constitute a binding obligation of Kragen, to the extent
the binding nature of such Guarantee involves matters governed by the laws of
the States of California or New York.
The foregoing opinions are subject to the following exceptions,
qualifications and limitations:
A. We render no opinion herein as to matters involving the laws of
any jurisdiction other than the State of New York, the State of California and
the United States of America. This opinion is limited to the effect of the
present state of the laws of the State of New York, the State of California and
the United States of America and the facts as they presently exist. We assume
no obligation to revise or supplement this opinion in the event of changes in
such laws or the interpretations thereof or in the event of changes in such
facts.
B. Our opinions set forth herein are subject to (i) the effect of
any bankruptcy, insolvency, reorganization, moratorium, arrangement or similar
laws affecting the enforcement of creditors' rights generally (including,
without limitation, the effect of statutory or other laws regarding fraudulent
transfers or preferential transfers) and (ii) general principles of equity,
regardless of whether a matter is considered in a proceeding in equity or at
law, including, without limitation, concepts of materiality, reasonableness,
good faith and fair dealing. Without limitation, we express no opinion as to
the ability to obtain specific performance, injunctive relief or other
equitable relief as a remedy for noncompliance with any of the Note Documents.
C. We express no opinion with respect to the validity, binding
nature or enforceability of any provision of the Note Documents to the effect
that rights or remedies are not exclusive, that every right or remedy is
cumulative and may be exercised in addition to any other right or remedy, that
the election of some particular remedy does not preclude recourse to one or
more others or that failure to exercise or delay in exercising rights or
remedies will not operate as a waiver of any such right or remedy.
4
CSK Auto, Inc.
Kragen Auto Supply Co.
Schuck's Distribution Co.
May 7, 1997
Page 4
D. We express no opinion as to the effect on the enforceability of
the Guarantees against any Guarantor of any facts or circumstances that would
constitute a defense to the obligation of a guarantor or surety, unless such
defense has been waived effectively by such Guarantor.
E. We express no opinion as to the validity, binding nature or
enforceability (i) of provisions in the Note Documents providing for
indemnification or contribution or (ii) of any provision of any Note Document
insofar as it provides for the payment or reimbursement of costs and expenses
or indemnification for claims, losses or liabilities in excess of a reasonable
amount determined by any court or other tribunal.
F. We express no opinion with respect to the validity, binding
nature or enforceability of (i) any waivers of unknown future rights or waivers
of rights existing, or duties owed, that are broadly or vaguely stated or do
not describe the right or duty purportedly waived with reasonable specificity,
(ii) any waivers or consents (whether or not characterized as a waiver or
consent in the Note Documents) relating to the rights of the Company or any
Guarantor or duties owing to any of them existing as a matter of law, to the
extent such waivers or consents are found to be against public policy or are
ineffective pursuant to applicable statutes or judicial decisions, (iii) any
waivers or variations of rights of a debtor, including a guarantor, (iv)
provisions in the Note Documents imposing late payment charges or an increase
in interest rate, upon delinquency in payment or the occurrence of a default,
to the extent that such provisions are found to constitute a forfeiture or
impose a penalty, (vi) covenants (other than covenants relating to the payment
of money, including payment of principal, interest, indemnities and expenses)
to the extent they are construed to be independent requirements as
distinguished from conditions precedent to the occurrence of an event of
default, and (vii) any rights of setoff (other than such rights provided by
Section 151 of the New York Debtor and creditor Law Code as interpreted by
applicable judicial decisions).
G. We express no opinion as to any provisions of the Note Documents
requiring written amendments or waivers of such documents insofar as it
suggests that oral or other modifications, amendments or waivers could not be
effectively agreed upon by the parties or that the doctrine of promissory
estoppel might not apply.
5
CSK Auto, Inc.
Kragen Auto Supply Co.
Schuck's Distribution Co.
May 7, 1997
Page 5
This opinion is rendered solely for your benefit and the benefit of
holders of Notes in connection with the Exchange Offer. We hereby consent to
the filing of this opinion as an exhibit to the Registration Statement, and we
further consent to the use of our name under the caption "Legal Matters" in the
Prospectus forming a part of said Registration Statement. In giving this
consent, we do not admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended,
or the Rules and Regulations of the Commission promulgated thereunder. Except as
stated above, without our prior consent, this opinion may not be furnished or
quoted to, or relied upon by, and other person or entity for any purpose.
Very truly yours,
/s/ GIBSON, DUNN & CRUTCHER LLP
GIBSON, DUNN & CRUTCHER LLP
RMR/SPB/TSC