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EXHIBIT 5.1
[WEIL, GOTSHAL & MANGES LLP LETTERHEAD]
October 23, 1997
Hedstrom Holdings, Inc.
Hedstrom Corporation
ERO, Inc.
ERO Industries, Inc.
ERO Marketing, Inc.
Priss Prints, Inc.
Impact, Inc.
ERO Canada, Inc.
Amav Industries, Inc.
585 Slawin Court
Mount Prospect, Illinois 60056
Ladies and Gentlemen:
We have acted as counsel to Hedstrom Corporation, a Delaware
corporation (the "Hedstrom"), Hedstrom Holdings, Inc., a Delaware corporation
("Holdings"), and ERO, Inc., a Delaware corporation, ERO Industries, Inc., a
Delaware corporation, ERO Marketing, Inc., an Illinois corporation, Priss
Prints, Inc., a Delaware corporation, Impact, Inc., a Delaware corporation, ERO
Canada, Inc., a Delaware corporation, and Amav Industries, Inc., a Delaware
corporation (collectively, the "Subsidiary Guarantors", and together with
Holdings, the "Guarantors"), in connection with the preparation and filing by
Hedstrom and the Guarantors of a Registration Statement on Form S-1
(Registration No. 333- 32385) (as amended to date, the "Registration
Statement"), initially filed with the Securities and Exchange Commission on
July 30, 1997 under the Securities Act of 1933, as amended (the "Securities
Act"), relating to $110,000,000 in aggregate principal amount of 10% Senior
Subordinated Notes due 2007 (the "New Notes") of Hedstrom that may be issued in
exchange for a like aggregate principal amount of the issued and outstanding
10% Senior Subordinated Notes due 2007 (the "Old Notes") of Hedstrom. Hedstrom
proposes to offer, upon the terms set forth in the Registration Statement, to
exchange $1,000 principal amount of New Notes for each $1,000 principal amount
of Old Notes (the "Exchange Offer"). The Subsidiary Guarantors will fully,
unconditionally and jointly and severally guarantee (the "Subsidiary
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October 23, 1997
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Guarantees") the New Notes on an unsecured, senior subordinated basis.
Holdings will fully, unconditionally and jointly and severally guarantee (the
"Holdings Guarantee," and together with the Subsidiary Guarantees, the
"Guarantees") the New Notes on an unsecured, senior subordinated basis. The
New Notes and Guarantees will be offered under an Indenture dated as of June 1,
1997, by and among Hedstrom, the Guarantors, and IBJ Schroder Bank & Trust
Company, as trustee (the "Indenture"). Capitalized terms defined in the
Registration Statement and not otherwise defined herein are used herein as so
defined.
In so acting, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of the Indenture, the form of the New
Note filed as an exhibit to the Registration Statement and such corporate
records, agreements, documents and other instruments, and such certificates or
comparable documents of public officials and of officers and representatives of
Hedstrom and the Guarantors, and have made such inquiries of such officers and
representatives as we have deemed relevant and necessary as a basis for the
opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
documents submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. As to all questions of
fact material to this opinion that have not been independently established, we
have relied upon certificates or comparable documents of officers and
representatives of Hedstrom and the Guarantors.
Based on the foregoing, and subject to the qualifications stated
herein, we are of the opinion that:
1. Assuming that the Indenture has been duly authorized, executed
and delivered by the parties thereto and that the issuance of New Notes upon
consummation of the Exchange Offer has been duly authorized by Hedstrom, when
(i) the New Notes issuable upon consummation of the Exchange Offer have been
duly executed by Hedstrom and authenticated by the trustee therefor in
accordance with the terms of the Indenture and (ii) the New Notes issuable upon
consummation
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October 23, 1997
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of the Exchange Offer have been duly delivered against receipt of Old Notes
surrendered in exchange therefor, the New Notes issuable upon consummation of
the Exchange Offer will constitute the legal, valid and binding obligations of
Hedstrom, enforceable against it in accordance with their terms, subject to
applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and similar laws affecting creditors' rights and remedies generally,
and subject, as to enforceability, to general principles of equity, including
principles of commercial reasonableness, good faith and fair dealing
(regardless of whether enforcement is sought in a proceeding at law or in
equity), and subject to the qualification that we express no opinion as to the
effect on the New Notes of the laws of any jurisdiction other than the State of
New York, including laws which limit the rates of interest that may legally be
contracted for, charged or collected.
2. Assuming that the Indenture has been duly authorized, executed
and delivered by the parties thereto and that the Guarantees of New Notes upon
consummation of the Exchange Offer have been duly authorized by the Guarantors,
when (i) the New Notes issuable upon consummation of the Exchange Offer have
been duly executed by Hedstrom and authenticated by the trustee therefor in
accordance with the terms of the Indenture and (ii) the New Notes issuable upon
consummation of the Exchange Offer have been duly delivered against receipt of
Old Notes surrendered in exchange therefor, the Guarantees of New Notes
issuable upon consummation of the Exchange Offer will constitute the legal,
valid and binding obligations of the Guarantors, enforceable against them in
accordance with their terms, subject to applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and similar laws affecting
creditors' rights and remedies generally, and subject, as to enforceability, to
general principles of equity, including principles of commercial
reasonableness, good faith and fair dealing (regardless of whether enforcement
is sought in a proceeding at law or in equity), and subject to the
qualification that we express no opinion as to the effect on the Guarantees of
New Notes of the laws of any jurisdiction other than the State of New York,
including laws which limit the rates of interest that may legally be contracted
for, charged or collected.
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The opinions expressed herein are limited to the laws of the State of
New York and the federal laws of the United States, and we express no opinion
as to the effect on the matters covered by this letter of the laws of any other
jurisdiction.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and the reference to this firm under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement.
Very truly yours,
/s/ WEIL, GOTSHAL & MANGES LLP