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EXHIBIT 5.03
[LETTERHEAD OF RYAN, SWANSON & CLEVELAND, PLLC]
May 7, 1997
REPLY TO OUR FILE NO.
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 special Washington 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 on a senior subordinated basis (the "Guarantees") 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
(iii) the form of the Notes to be issued pursuant to the Indenture. The Notes
and the Indenture are sometimes referred to herein collectively as the "Note
Documents." We have also examined the corporate actions taken by Schuck's in
connection with the authorization, execution and delivery of the Indenture and
the issuance of its Guarantees thereunder. We have also made such other
inquiries and examined, among other things, originals or copies, certified
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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 option.
In rendering this opinion, we have assumed:
(a) The due and valid execution and delivery of the Note Documents by
the Company, and that the Note Documents constitute the legal, valid and binding
agreements of the Company;
(b) The due and valid execution and delivery of the Indenture by
Kragen, and that the Indenture constitutes the legal, valid and binding
agreement of Kragen;
(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, when the
Guarantees of Schuck's have been executed and delivered in connection with the
exchange of the Old Notes in the manner described in the Registration Statement
and when the Notes have been executed and authenticated, as specified in the
Indenture, the Guarantees of Schuck's will be legally issued and will
constitute binding obligations of Schuck's pursuant to the terms of the
Indenture, to the extent the binding nature of such Guarantees involves matters
governed by the laws of the State of Washington.
The foregoing opinion is 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 Washington and the United States of
America. This opinion is limited to the effect of the present state of the laws
of the State of Washington 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, fraudulent conveyance,
arrangement or similar laws
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affecting the enforcement of creditors' rights generally (including, without
limitation, the effect of statutory or other laws regarding fraudulent transfer
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.
D. We express no opinion as to the effect on the enforceability of the
Guarantees of Schuck's 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 Schuck's.
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 Schuck's or duties owing to Schuck's
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 that 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.
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
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modifications, amendments or waivers could not be effectively agreed upon by
the parties or that the doctrine of promissory estoppel might not apply.
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.
RYAN, SWANSON & CLEVELAND, PLLC
By /s/ DAVID H. OSWALD
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David H. Oswald