EXHIBIT 5.1
KANE KESSLER, P.C.
1350 Avenue of the Americas
New York, NY 10019
July __, 2002
Jarden Corporation
555 Theodore Fremd Avenue
Rye, New York 10580
RE: REGISTRATION STATEMENT ON FORM S-4 OF JARDEN CORPORATION
Ladies and Gentlemen:
We have acted as special counsel to Jarden Corporation, a Delaware
corporation formerly known as Alltrista Corporation (the "Company"), and the
Subsidiary Guarantors (as defined below) in connection with the preparation of
the Registration Statement on Form S-4 (the "Registration Statement") filed on
behalf of the Company and the Subsidiary Guarantors with the Securities and
Exchange Commission (the "Commission") relating to the Company's offer to
exchange $150 million aggregate principal amount of its 9 3/4% Senior
Subordinated Notes due 2012 (the "New Notes"), which is being registered under
the Securities Act of 1933, as amended (the "Securities Act"), for its
outstanding 9 3/4% Senior Subordinated Notes due 2012, which were issued and
sold in a transaction exempt from registration under the Securities Act (the
"Old Notes"), all as more fully described in the Registration Statement. The New
Notes will be issued under the Company's Indenture (the "Indenture") dated as of
April 24, 2002 between the Company, the Subsidiary Guarantors and The Bank of
New York, as trustee (the "Trustee"). Capitalized terms used herein and not
otherwise defined shall have the meanings assigned to such terms in the
prospectus (the "Prospectus") contained in the Registration Statement. Alltrista
Newco Corporation, Alltrista Plastics Corporation, Alltrista Unimark, Inc.,
Alltrista Zinc Products, L.P., Caspers Tin Plate Company, Hearthmark, Inc.,
Lafayette Steel & Aluminum Corporation, LumenX Corporation, Penn Video, Inc.,
Quoin Corporation, Tilia, Inc., Tilia Direct, Inc., Tilia International, Inc.,
TriEnda Corporation and Unimark Plastics, Inc. are collectively referred to as
the "Subsidiary Guarantors," and the guarantees by the Subsidiary Guarantors
with respect to the New Notes are collectively referred to as the "Guarantees."
In connection with this opinion letter, we have examined and are
familiar with originals or copies, certified or otherwise identified to our
satisfaction, of (i) the Registration Statement, in the form filed with the
Commission through the date hereof; (ii) the Restated Certificate of
Incorporation of the Company, as amended, as currently in effect; (iii) the
By-laws of the
Company, as currently in effect; (iv) the Indenture; (v) the form of the New
Notes; (vi) resolutions of the Board of Directors of the Company and each of the
Subsidiary Guarantors relating to, among other things, the issuance and exchange
of the New Notes for the Old Notes and the filing of the Registration Statement;
and (vii) records of certain of the Company's and Subsidiary Guarantors
corporate proceedings as reflected in their respective minute books and other
records and documents that we have deemed necessary for purposes of this
opinion. We also have examined and relied upon such other documents, corporate
records, certificates, instruments and other information, as we have deemed
necessary or appropriate as a basis for the opinions set forth below. We have
also assumed, with respect to any court of a jurisdiction other than New York
that may rule on an issue, the choice of New York law as the proper law to
govern the New Notes will be, where applicable, given effect by the courts of
any jurisdiction other than New York, and applied by such courts in proceedings
relating to the New Notes and the Indenture.
In our examination, we have assumed the legal capacity of all natural
persons, 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 certified or photostatic copies, and the
authenticity of the originals of such latter documents. As to certain facts
material to this opinion, we have relied without independent verification upon
oral or written statements and representations of officers and other
representatives of the Company and the Subsidiary Guarantors, public officials
and others.
Based upon and subject to the foregoing and the statements contained
herein, we are of the opinion that:
1. The issuance and exchange of the New Notes for the Old Notes has
been duly authorized by requisite corporate action on the part of the Company.
2. When (i) the Registration Statement, as finally amended (including
all necessary post-effective amendments), shall have become effective under the
Securities Act, (ii) the New Notes are duly executed and authenticated in
accordance with the provisions of the Indenture, and (iii) the New Notes shall
have been issued and delivered in exchange for the Old Notes pursuant to the
terms set forth in the Prospectus, the New Notes and the Guarantees will be a
valid and binding obligation of the Company and the Subsidiary Guarantors, as
the case may be, entitled to the benefits of the Indenture and enforceable
against the Company and the Subsidiary Guarantors, as the case may be, in
accordance with their terms, except to the extent that the enforceability
thereof may be limited by (x) bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or other similar laws now or hereafter in effect
relating to creditors' rights generally and (y) general principles of equity
(regardless of whether enforceability is considered in a proceeding at law or in
equity).
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to us under the heading "Legal
Matters" in the Prospectus which forms a part thereof. In giving this consent,
we do not admit that we are in the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations of
the Securities and Exchange Commission promulgated thereunder.
We are qualified to practice law in the State of New York and do not
purport to be experts on, or to express any opinion herein concerning any law,
other than the laws of the State of New York and the General Corporation Law of
the State of Delaware. We express no opinion as to the application of the
securities or blue sky laws of the various states to the issuance or exchange of
the New Notes. We also express no opinion as to (i) whether a federal or state
court outside New York would give effect to the choice of New York law provided
for in the New Notes and Indenture or (ii) the effect on the matters covered by
this opinion letter of the laws of any other jurisdiction.
This opinion letter is limited to the specific legal matters expressly
set forth herein, and no opinion is expressed or implied with respect to any
matter not expressly stated herein. This letter speaks only as of the date
hereof and is limited to present statutes, regulations and administrative and
judicial interpretations.
Very truly yours,
KANE KESSLER, P.C.
By:____________________________
Robert L. Lawrence
Authorized Signatory