Exhibit 5.1
(Letterhead of Cahill Gordon & Reindel)
May 23, 2002
Collins & Aikman Corporation
Collins & Aikman Products Co.
Each of the Subsidiary Guarantors
referred to below
c/o Collins & Aikman Corporation
250 Stephenson Highway
Troy, Michigan 48083
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special counsel to Collins & Aikman Corporation, a
Delaware corporation ("C&A"), Collins & Aikman Products Co. ("Products") and
each of the subsidiaries of C&A (the "Subsidiary Guarantors" and together with
C&A and Products, the "Registrants") included as additional registrants in the
Registration Statement on Form S-3 (No. 333-86394) (the "Registration
Statement"). The Registration Statement relates to the issuance and sale by the
Registrants from time to time, pursuant to Rule 415 of the rules and regulations
promulgated under the Securities Act of 1933, as amended (the "Act"), of the
following securities with an aggregate initial offering price of up to
$750,000,000, as shall be designated by the Registrants: (i) senior debt
securities of C&A, in one or more series (the "C&A Senior Debt Securities"),
which are to be issued under a proposed senior indenture (the "C&A Senior
Indenture"), the form
-2-
of which is filed as an exhibit to the Registration Statement, (ii) senior
subordinated debt securities of C&A, in one or more series (the "C&A Senior
Subordinated Debt Securities" and together with the C&A Senior Debt Securities,
the "C&A Debt Securities"), which are to be issued under a proposed senior
subordinated indenture (the "C&A Senior Subordinated Indenture" and together
with the C&A Senior Indenture, the "C&A Indentures"), the form of which is filed
as an exhibit to the Registration Statement, (iii) senior debt securities of
Products, in one or more series (the "Products Senior Debt Securities"), which
are to be issued under a proposed senior indenture (the "Products Senior
Indenture"), the form of which is filed as an exhibit to the Registration
Statement, (iv) senior subordinated debt securities of Products, in one or more
series (the "Products Senior Subordinated Debt Securities" and together with the
Products Senior Debt Securities, the "Products Debt Securities" and further
together with the C&A Debt Securities, the "Debt Securities"), which are to be
issued under a proposed senior subordinated indenture (the "Products Senior
Subordinated Indenture" together with each of the Products Senior Indenture, the
"Products Indentures" and further together with the C&A Indentures, the
"Indentures"), the form of which is filed as an exhibit to the Registration
Statement, (v) guarantees of the Products Debt Securities by C&A (the "Parent
Guarantees"), (vi) guarantees of the C&A Debt Securities by Products (the
"Products Guarantees"), (vii) guarantees of the Debt Securities by the
Subsidiary Guarantors (together with the Products Guarantees, the "Subsidiary
Guarantees" and further together with the Parent Guarantees, the "Guarantees"),
(viii) shares of common stock of C&A, par value $.01 per share (the "Common
Stock"), and (ix) shares of preferred stock of C&A (the "Preferred Stock"). The
Registration Statement also relates to the issuance and sale by the registration
rights holders referenced therein (the "Selling Stockholders") from time to
time, pursuant to Rule 415 of the rules and regulations promulgated under the
Securities Act of 1933, as amended (the "Act"), of up to 22,935,779 shares of
Common Stock held by the Selling Stockholders. The Debt Securities, the
Guarantees, the Common Stock, and the Preferred Stock, are referred to
collectively as the "Securities" and individually as a "Security".
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such corporate
records, documents, certificates and instruments as we deemed necessary and
appropriate to enable us to render the opinion expressed below.
In our examination, we have assumed (a) the authenticity of original
documents and the genuineness of all signatures, (b) the conformity to the
originals of all documents submitted to us as copies, (c) the truth, accuracy
and completeness of the information, representations and warranties contained in
the records, documents, instruments and certificates we have reviewed and (d)
the due authorization, execution and delivery of each document named below by
each party other than the Company.
We advise you that, in our opinion:
(a) With respect to the shares of Common Stock, when (i) the
Registration Statement, as finally amended (including all necessary
post-effective amendments), has become effective under the Act; (ii) an
appropriate prospectus supplement or term sheet with respect to the Common
Stock has been prepared, delivered and filed in compliance with the Act and
the applicable rules and regulations promulgated thereunder; (iii) if the
Common Stock is to be sold pursuant to a firm commitment underwritten
offering, an underwriting agreement with respect to the Common Stock has
been duly authorized, executed and delivered by C&A, the Selling
Stockholders, if applicable, and the other parties thereto; (iv) in the case
of Common Stock being
-3-
issued and sold by C&A, (A) the Board of Directors, including any
appropriate committee appointed thereby, and appropriate officers of C&A
have taken all necessary corporate action to approve the issuance of the
Common Stock and related matters; (B) the terms of the issuance and sale of
the Common Stock have been duly established in conformity with the
Certificate of Incorporation and the By-laws of C&A so as not to violate any
applicable law, the Certificate of Incorporation or the By-laws of C&A or
result in default under or breach of any agreement or instrument binding
upon C&A and so as to comply with any requirement or restriction imposed by
any court or governmental body having jurisdiction over C&A; and (C)
certificates representing the shares of Common Stock have been duly
executed, countersigned, registered and delivered upon payment of the
agreed-upon consideration therefor (provided that such consideration is not
less than the par value thereof); and (v) in the case of Common Stock being
sold by the Selling Stockholders, assuming that such Common Stock had been
duly authorized and validly issued and was fully paid and nonassessable in
connection with the issuance and sale of such Common Stock to the applicable
Selling Stockholders, the shares of Common Stock (including any Common Stock
duly issued upon conversion of any other Security), when issued and sold in
accordance with the applicable underwriting agreement or any other duly
authorized, executed and delivered valid and binding purchase or agency
agreement, will be duly authorized, validly issued, fully paid and
nonassessable.
(b) With respect to the shares of Preferred Stock, when (i) the
Registration Statement, as finally amended (including all necessary
post-effective amendments), has become effective under the Act; (ii) an
appropriate prospectus supplement or term sheet with respect to the
Preferred Stock has been prepared, delivered and filed in compliance with
the Act and the applicable rules and regulations promulgated thereunder;
(iii) if the Preferred Stock is to be sold pursuant to a firm commitment
underwritten offering, an underwriting agreement with respect to the
Preferred Stock has been duly authorized, executed and delivered by C&A and
the other parties thereto; (iv) the Board of Directors, including any
appropriate committee appointed thereby, and appropriate officers of C&A
have taken all necessary corporate action to approve the issuance and terms
of the Preferred Stock and related matters, including the adoption of a
Certificate of Designation for the Preferred Stock in accordance with the
applicable provisions of Delaware law (the "Certificate of Designation");
(v) the filing of the Certificate of Designation with the Secretary of State
of the State of Delaware has duly occurred; (vi) the terms of the Preferred
Stock and of their issuance and sale have been duly established in
conformity with the Company's Certificate of Incorporation, including the
Certificate of Designation related to the Preferred Stock, and the By-laws
of C&A so as not to violate any applicable law, the Certificate of
Incorporation or the By-laws of C&A or result in default under or breach of
any agreement or instrument binding upon C&A and so as to comply with any
requirement or restriction imposed by any court or governmental body having
jurisdiction over C&A; and (vii) certificates representing the shares of
Preferred Stock have been duly executed, countersigned, registered and
delivered upon payment of the agreed-upon consideration therefor (provided
that such consideration is not less than the par value thereof), the shares
of Preferred Stock (including any Preferred Stock duly issued upon
conversion of any other Security), when issued and sold in
-4-
accordance with the applicable underwriting agreement or any other duly
authorized, executed and delivered valid and binding purchase or agency
agreement, will be duly authorized, validly issued, fully paid and
nonassessable.
(c) With respect to the C&A Debt Securities, when (i) the Registration
Statement, as finally amended (including all necessary post-effective
amendments), has become effective under the Act; (ii) the applicable C&A
Indenture has been duly authorized, executed and delivered by C&A and the
other parties thereto and duly qualified under the Trust Indenture Act of
1939, as amended (the "TIA"); (iii) an appropriate prospectus supplement or
term sheet with respect to the C&A Debt Securities has been prepared,
delivered and filed in compliance with the Act and the applicable rules and
regulations promulgated thereunder; (iv) if the C&A Debt Securities are to
be sold pursuant to a firm commitment underwritten offering, an underwriting
agreement with respect to the C&A Debt Securities has been duly authorized,
executed and delivered by C&A and the other parties thereto; (v) the Board
of Directors, including any appropriate committee appointed thereby, and
appropriate officers of C&A have taken all necessary corporate action to
approve the issuance and terms of the C&A Debt Securities and related
matters; (vi) the terms of the C&A Debt Securities and their issuance and
sale have been duly established in conformity with the applicable C&A
Indenture so as not to violate any applicable law, the Certificate of
Incorporation or the By-laws of C&A or result in default under or breach of
any agreement or instrument binding upon C&A and so as to comply with any
requirement or restriction imposed by any court or governmental body having
jurisdiction over C&A; and (vii) the C&A Debt Securities have been duly
executed and authenticated in accordance with the provisions of the
applicable C&A Indenture and duly delivered to the purchasers thereof upon
payment of the agreed-upon consideration therefor, the C&A Debt Securities,
when issued and sold in accordance with the provisions of the applicable C&A
Indenture and in accordance with the applicable underwriting agreement, if
any, or any other duly authorized, executed and delivered valid and binding
purchase or agency agreement, will constitute valid and binding obligations
of C&A enforceable against C&A in accordance with their terms, except as
enforcement thereof may be limited by (a) bankruptcy, insolvency,
reorganization, fraudulent conveyance or transfer, moratorium or other laws
now or hereafter in effect related to or affecting creditors' rights
generally and (b) general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in equity).
(d) With respect to the Products Debt Securities, when (i) the
Registration Statement, as finally amended (including all necessary
post-effective amendments), has become effective under the Act; (ii) the
applicable Products Indenture has been duly authorized, executed and
delivered by Products and the other parties thereto and duly qualified under
the Trust Indenture Act of 1939, as amended (the "TIA"); (iii) an
appropriate prospectus supplement or term sheet with respect to the Products
Debt Securities has been prepared, delivered and filed in compliance with
the Act and the applicable rules and regulations promulgated thereunder;
(iv) if the Products Debt Securities are to be sold pursuant to a firm
commitment underwritten offering, an underwriting agreement with respect to
the Products Debt Securities has been duly authorized,
-5-
executed and delivered by Products and the other parties thereto; (v)
the Board of Directors, including any appropriate committee appointed
thereby, and appropriate officers of Products have taken all necessary
corporate action to approve the issuance and terms of the Products Debt
Securities and related matters; (vi) the terms of the Products Debt
Securities and their issuance and sale have been duly established in
conformity with the applicable Products Indenture so as not to violate any
applicable law, the Certificate of Incorporation or the By-laws of Products
or result in default under or breach of any agreement or instrument binding
upon Products and so as to comply with any requirement or restriction
imposed by any court or governmental body having jurisdiction over Products;
and (vii) the Products Debt Securities have been duly executed and
authenticated in accordance with the provisions of the applicable Products
Indenture and duly delivered to the purchasers thereof upon payment of the
agreed-upon consideration therefor, the Products Debt Securities, when
issued and sold in accordance with the provisions of the applicable Products
Indenture and in accordance with the applicable underwriting agreement, if
any, or any other duly authorized, executed and delivered valid and binding
purchase or agency agreement, will constitute valid and binding obligations
of Products enforceable against Products in accordance with their terms,
except as enforcement thereof may be limited by (a) bankruptcy, insolvency,
reorganization, fraudulent conveyance or transfer, moratorium or other laws
now or hereafter in effect related to or affecting creditors' rights
generally and (b) general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in equity).
(e) With respect to the Guarantees, when (i) the Registration
Statement, as finally amended (including all necessary post-effective
amendments), has become effective under the Act; (ii) the applicable
Indenture has been duly authorized, executed and delivered by the parties
thereto and duly qualified under the Trust Indenture Act of 1939, as amended
(the "TIA"); (iii) an appropriate prospectus supplement or term sheet with
respect to the applicable Debt Securities has been prepared, delivered and
filed in compliance with the Act and the applicable rules and regulations
promulgated thereunder; (iv) if the applicable Debt Securities are to be
sold pursuant to a firm commitment underwritten offering, an underwriting
agreement with respect to such Debt Securities has been duly authorized,
executed and delivered by the parties thereto; (v) the Board of Directors,
including any appropriate committee appointed thereby, and appropriate
officers of the applicable Guarantors have taken all necessary corporate
action to approve the issuance and terms of the Guarantees and related
matters; (vi) the terms of the Guarantees and their issuance and sale have
been duly established in conformity with the applicable Indenture so as not
to violate any applicable law, the Certificate of Incorporation or the
By-laws of the applicable Guarantors or result in default under or breach of
any agreement or instrument binding upon such Guarantors and so as to comply
with any requirement or restriction imposed by any court or governmental
body having jurisdiction over such Guarantors; and (vii) the Guarantees have
been duly executed and delivered in accordance with the provisions of the
applicable Indenture and the applicable Debt Securities have been duly
delivered to the purchasers thereof upon payment of the agreed-upon
consideration therefor, the Guarantees, when issued in accordance with the
provisions of the applicable Indenture, will constitute valid and binding
obligations of the applicable Guarantors enforceable against such Guarantors
in accordance with
-6-
their terms, except as enforcement thereof may be limited by (a)
bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer,
moratorium or other laws now or hereafter in effect related to or affecting
creditors' rights generally and (b) general principles of equity (regardless
of whether enforceability is considered in a proceeding at law or in
equity).
In rendering the opinion set forth above, we express no opinion as to
the laws of any jurisdiction other than the laws of the State of New York, the
General Corporation law of the State of Delaware and the federal laws of the
United States of America. The Securities may be issued from time to time on a
delayed or continuous basis, and our opinion is limited to the laws as in effect
on the date hereof.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Registration Statement and the prospectus forming a part
thereof. Our consent to such reference does not constitute a consent under
Section 7 of the Act, as in consenting to such reference we have not certified
any part of the Registration Statement and do not otherwise come within the
categories of persons whose consent is required under Section 7 or under the
rules and regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Cahill Gordon & Reindel