1
EXHIBIT 5.02
[LETTERHEAD OF BRYAN CAVE LLP]
May 13, 1997
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 Arizona 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 (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, as
successor to Walls Fargo Bank, N.A. (the "Trustee").
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,
No. 2 and No. 3 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 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
2
CSK Auto, Inc.
May 13, 1997
Page 2
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 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 New
York;
(b) The due and valid execution and delivery of the Indenture
by each Guarantor, and that the Indenture constitutes the legal, valid and
binding agreement of each Guarantor;
(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;
(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; and
(e) That no party executing the documents delivered in
connection with the Exchange Offer is involved in any court or
administrative proceeding relating to or otherwise affecting the Exchange
Offer or subject to any order, writ, injunction or decree of any court or
governmental agency or commission that would prohibit the execution and
delivery of such documents or the consummation of any transaction therein
contemplated.
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 the
Notes, when issued and delivered in exchange for the Old Notes in the manner
described in the Registration Statement and when executed, authenticated and
delivered as specified in the Indenture, will be legally issued and 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 Arizona.
The foregoing opinion is subject to the following exceptions,
qualifications and limitations:
3
CSK Auto, Inc.
May 13, 1997
Page 3
A. We render no opinion herein as to matters involving the laws of any
jurisdiction other than the State of Arizona and the United States of America.
This opinion is limited to the effect of the present state of the laws of the
State of Arizona 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. We express no opinion with respect to issues
concerning the Federal securities laws or the rules and regulations
administered by the Securities and Exchange Commission ("Commission") or with
respect to Arizona state securities laws and regulations.
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 transfer
or preferential transfers) and (ii) general principles of equity, 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 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.
E. We express no opinions as to the Guarantors or to the validity,
binding nature or enforceability of the Guarantees.
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 the duties owing
to it existing as a matter of law, to the extent such waivers or consents are
found to be against public
4
CSK Auto, Inc.
May 13, 1997
Page 4
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 modifications, amendments or waivers could not be
effectively agreed upon by the parties or that the doctrine of promissory
estoppel might not apply.
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 class
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.
Very truly yours,
/s/ BRYAN CAVE LLP
BRYAN CAVE LLP