[Letterhead of Paul, Weiss, Rifkind, Wharton & Garrison]
EXHIBIT 5.1
February 25, 2002
Revlon Consumer Products Corporation
Revlon, Inc. and each Subsidiary
listed on Schedule 1 to this letter
625 Madison Avenue
New York, New York 10022
Revlon Consumer Products Corporation
Registration Statement on Form S-4
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-4 (the
"Registration Statement") referred to above filed by Revlon Consumer Products
Corporation, a Delaware corporation (the "Company"), Revlon, Inc., a Delaware
corporation (the "Parent Guarantor") and each subsidiary of the Company the name
and jurisdiction of organization of which are set forth on Schedule 1 to this
letter (the "Subsidiary Guarantors" and, together with the Parent Guarantor, the
"Guarantors") with the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the "Securities Act"), and the rules and regulations
under the Act (the "Securities Act Rules"), we have been requested to furnish
our opinion as to the legality of the securities being registered by the
Registration Statement. The Registration Statement covers $363,000,000 aggregate
principal amount at maturity of the Company's 12% Senior Secured Exchange Notes
due 2005 (the "Exchange Notes") to be issued pursuant to the Indenture, dated as
of November 26, 2001 (the "Indenture"), among the Company, the
Revlon Consumer Products Corporation 2
Guarantors and Wilmington Trust Company, as trustee (the "Trustee"), and as
contemplated by the Registration Agreement, dated November 26, 2001, by and
among the Company and the signatories thereto.
In connection with the furnishing of this opinion, we have
examined originals, or copies certified or otherwise identified to our
satisfaction, of the Registration Statement, the Indenture and the form of the
Exchange Notes included as Exhibit A to the Indenture (collectively, the
"Documents"). We also have examined such corporate records and other instruments
as we have deemed necessary or appropriate and such other certificates,
agreements and documents as we deemed relevant and necessary as a basis for the
opinions expressed below.
In our examination of the documents listed above, we have
assumed, without independent investigation, the genuineness of all signatures,
the enforceability of the Documents against all parties thereto (other than the
Company and the Guarantors in the case of the Indenture and the Company in the
case of the Exchange Notes), the authenticity of all documents submitted to us
as originals, the conformity to the original documents of all documents
submitted to us as certified, photostatic, reproduced or conformed copies of
valid existing agreements and other documents, the authenticity of all such
latter documents and the legal capacity of all individuals who have executed any
of the documents.
In expressing the opinions set forth below, we have relied
upon the factual matters contained in the representations and warranties of the
Company and the
Revlon Consumer Products Corporation 3
Guarantors made in any of the Documents and upon certificates of public
officials and officers of the Company and the Guarantors. We also have assumed
that the Exchange Notes will be in the form of Exhibit A to the Indenture and
any information omitted from such form and indicated as such by a blank space
has been properly added.
In addition, in the case of the Company and each of the
Guarantors, we have assumed, without independent investigation, that (i) it is
validly existing and in good standing under the laws of its jurisdiction of
organization, (ii) it has all necessary corporate power and authority to
execute, deliver and perform its obligations under each Document to which it is
a party, (iii) the execution, delivery and performance of each Document have
been duly authorized by all necessary corporate action and do not violate its
charter or other organizational documents or the laws of its jurisdiction of
organization and (iv) each Document has been duly executed and delivered by it
under the laws of its jurisdiction of organization.
Based upon the foregoing, and subject to the assumptions,
exceptions and qualifications set forth in this letter, we are of the opinion
that:
1. The Exchange Notes to be issued under the Indenture, when
issued, authenticated and delivered as provided in the Indenture and as
contemplated by the Registration Statement, will be validly issued and delivered
and will constitute valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms, except as enforceability of
such obligations may be subject to (i)
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bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer,
moratorium or other similar laws now or hereafter in effect affecting creditors'
rights generally, (ii) general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in equity) and (iii)
principles of commercial reasonableness.
2. The Indenture Guarantees (as defined in the Indenture) have
been validly issued and delivered and constitute valid and binding obligations
of each of the Guarantors, enforceable against each of the Guarantors in
accordance with their terms, except as enforceability of such obligations may be
subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or
transfer, moratorium or other similar laws now or hereafter in effect affecting
creditors' rights generally, (ii) general principles of equity (regardless of
whether enforceability is considered in a proceeding at law or in equity) and
(iii) principles of commercial reasonableness.
The opinions in this letter are limited to the laws of the
State of New York. Our opinion is rendered only with respect to the laws, and
the rules, regulations and orders under such laws, which are currently in
effect.
We hereby consent to the use of our name in the Registration
Statement and in the related Prospectus as the same appears in the caption
"Legal Matters" and to the use of this opinion as an exhibit to the Registration
Statement. In giving this consent,
Revlon Consumer Products Corporation 5
we do not admit that we come within the category of persons whose consent is
required by the Securities Act or the Securities Act Rules.
Very truly yours,
/s/ Paul, Weiss, Rifkind, Wharton
& Garrison
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
Schedule 1
SUBSIDIARY GUARANTORS
Name of Type of Jurisdiction of
Subsidiary Entity Organization
- ---------- ------ ------------
Almay, Inc. Corporation Delaware
Charles of the Ritz Group Ltd. Corporation Delaware
Charles Revson Inc. Corporation New York
Cosmetics & More Inc. Corporation Delaware
North America Revsale Inc. Corporation New York
Pacific Finance & Development Corp. Corporation California
PPI Two Corporation Corporation Delaware
Revlon Consumer Corp. Corporation Delaware
Revlon Government Sales, Inc. Corporation Delaware
Revlon International Corporation Corporation Delaware
Revlon Products Corp. Corporation Delaware
Revlon Real Estate Corporation Corporation Delaware
RIROS Corporation Corporation New York
RIROS Group Inc. Corporation Delaware
RIT Inc. Corporation Delaware