EXHIBIT 5.1
HALE AND DORR LLP
HALEDORR.COM
60 STATE STREET - BOSTON, MA 02109
617-526-6000 - FAX 617-526-5000
April 7, 2003
PerkinElmer, Inc.
45 Williams Street
Wellesley, Massachusetts 02481
Re: Registration Statement On Form S-4
Ladies and Gentlemen:
This opinion is furnished to you in connection with a Registration
Statement on Form S-4 (the "Registration Statement") filed with the Securities
and Exchange Commission (the "Commission") relating to the registration under
the Securities Act of 1933, as amended (the "Securities Act"), of the issuance
and exchange of up to $300,000,000 original principal amount of 8-7/8% Senior
Subordinated Notes Due 2013 (the "New Notes") of PerkinElmer, Inc., a
Massachusetts corporation (the "Company"), and the guarantees of the obligations
represented by the New Notes (the "New Guarantees" and, together with the New
Notes, the "New Securities") by the subsidiaries of the Company set forth on
Schedule A hereto (such entities, collectively, the "Guarantors").
The New Securities are to be issued pursuant to an Indenture, dated as
of December 26, 2002, as supplemented and amended from time to time (the
"Indenture"), among the Company, the Guarantors and U.S. Bank National
Association (successor to State Street Bank and Trust Company), as trustee (the
"Trustee"), which is filed as Exhibit 4.5 to the Registration Statement. The New
Securities are to be issued in an exchange offer (the "Exchange Offer") for a
like aggregate original principal amount of 8-7/8% Senior Subordinated Notes Due
2013 currently outstanding (the "Old Notes") and the guarantees of the
obligations represented by Old Notes in accordance with the terms of a
Registration Rights Agreement, dated as of December 26, 2002 (the "Registration
Rights Agreement"), by and among the Company, the Guarantors and the Initial
Purchasers (as defined therein), which is filed as Exhibit 4.6 to the
Registration Statement.
We are acting as counsel for the Company and the Guarantors in
connection with the issuance by the Company and the Guarantors of the New
Securities. We have examined signed copies of the Registration Statement as
filed with the Commission. We have also examined and relied upon the
Registration Rights Agreement, the Indenture, resolutions adopted by the board
of directors, board of managers or sole member, as the case may be, of each of
the Company and each Guarantor, as provided to us by the Company and the
Guarantors, the certificates of incorporation and by-laws or other
organizational documents, as the case may be, of the
BOSTON LONDON MUNICH NEW YORK OXFORD PRINCETON RESTON WALTHAM WASHINGTON
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Hale and Dorr LLP is a Massachusetts Limited Liability Partnership
PerkinElmer, Inc.
April 7, 2003
Page 2
Company and each Guarantor, each as restated and/or amended to date, and such
other documents as we have deemed necessary for purposes of rendering the
opinions hereinafter set forth.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as copies, the authenticity of the originals of such latter documents and the
legal competence of all signatories to such documents.
We assume that the appropriate action will be taken, prior to the offer
and exchange of the Securities in the Exchange Offer, to register and qualify
the Securities for issuance under all applicable state securities or "blue sky"
laws.
We express no opinion herein as to the laws of any state or
jurisdiction other than the state laws of the Commonwealth of Massachusetts, the
General Corporation Law of the State of Delaware and the federal laws of the
United States of America, except that our opinions, insofar as they relate to
the enforceability of the New Securities, are rendered with respect to the state
laws of the State of New York. To the extent that the laws of any other
jurisdiction govern any of the matters set forth herein, we have assumed that
the laws of such jurisdiction are identical to those of the Commonwealth of
Massachusetts, and we express no opinion as to whether such assumption is
reasonable or correct.
Our opinions below are qualified to the extent that they may be subject
to or affected by (i) applicable bankruptcy, insolvency, reorganization,
moratorium, usury, fraudulent conveyance or other laws affecting the rights of
creditors generally, (ii) statutory or decisional law concerning recourse by
creditors to security in the absence of notice or hearing, (iii) duties and
standards imposed on creditors and parties to contracts, including, without
limitation, requirements of good faith, reasonableness and fair dealing, and
(iv) general equitable principles. We express no opinion as to the availability
of any equitable or specific remedy, or as to the successful assertion of any
equitable defense, upon any breach of any agreements or documents or obligations
referred to herein, or any other matters, inasmuch as the availability of such
remedies or defenses may be subject to the discretion of a court. In addition,
we express no opinion with respect to the enforceability of any provision of the
New Securities requiring the payment of interest on overdue interest.
We also express no opinion herein as to any provision of the New
Securities or any agreement (a) which may be deemed to or construed to waive any
right of the Company or any of the Guarantors, (b) to the effect that rights and
remedies are not exclusive, that every right or remedy is cumulative and may be
exercised in addition to or with any other right or remedy and does not preclude
recourse to one or more other rights or remedies, (c) relating to the effect of
invalidity or unenforceability of any provision of the New Securities or any
agreement on the validity or enforceability of any other provision thereof, (d)
requiring the payment of penalties, consequential damages or liquidated damages,
(e) which is in violation of public policy, (f) purporting to indemnify any
person against his, her or its own negligence or intentional
PerkinElmer, Inc.
April 7, 2003
Page 3
misconduct, (g) providing that the terms of the New Securities may not be waived
or modified except in writing, or (h) relating to choice of law or consent to
jurisdiction.
For purposes of our opinions rendered below, and without limiting any
other comments and qualifications set forth herein, insofar as they relate to
the enforceability against the Guarantors, we have assumed that each Guarantor
has received reasonably equivalent value and fair consideration in exchange for
its obligations therein or undertakings in connection therewith, and that prior
to and after consummation of the transactions contemplated by the Indenture and
New Securities to which they are a party, each Guarantor is not insolvent,
rendered insolvent or left with unreasonably small capital within the meaning of
11 U.S.C. Section 548 and M.G.L. c. 109A, Section 1 et seq. With respect to our
opinions below, we have assumed that the execution and delivery of such
Indenture and New Securities and consummation of the transactions contemplated
thereby is necessary or convenient to the conduct, promotion, or attainment of
the business of the Company and of each Guarantor under current law applicable
to each Guarantor.
Based upon and subject to the foregoing, we are of the opinion that the
New Notes, when executed by the Company, authenticated by the Trustee in the
manner provided by the Indenture and issued and delivered against surrender of
the Old Notes in accordance with the terms and conditions of the Registration
Rights Agreement, the Indenture and the Exchange Offer, will be valid and
binding obligations of the Company, entitled to the benefits provided by the
Indenture and enforceable against the Company in accordance with their terms,
and that the New Guarantees, when the New Notes are issued, authenticated and
delivered in accordance with the terms of the Registration Rights Agreement, the
Indenture and the Exchange Offer, will be binding and valid obligations of the
Guarantors, enforceable against each of them in accordance with their respective
terms.
It is understood that this opinion is to be used only in connection
with the offer and exchange of the New Securities while the Registration
Statement is in effect.
Please note that we are opining only as to the matters expressly set
forth herein, and no opinion should be inferred as to any other matters. This
opinion is based upon currently existing statutes, rules, regulations and
judicial decisions, and we disclaim any obligation to advise you of any change
in any of these sources of law or subsequent legal or factual developments which
might affect any matters or opinions set forth herein.
PerkinElmer, Inc.
April 7, 2003
Page 4
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our
name therein and in the related Prospectus under the caption "Legal Matters". I
giving such consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission.
Very truly yours,
/s/ Hale and Dorr LLP
HALE AND DORR LLP
Schedule A
Applied Surface Technology, Inc.
Carl Consumable Products, LLC
Lumen Technologies, Inc.
NEN Life Sciences, Inc.
Packard Bioscience Company
PerkinElmer Labworks, Inc.
PerkinElmer LAS, Inc.
PerkinElmer Optoelectronics NC, Inc.
PerkinElmer Optoelectronics SC, Inc.
PerkinElmer Holdings, Inc.
PerkinElmer Automotive Research, Inc.