KANE KESSLER, P.C.
1350 Avenue of the Americas
New York, NY 10019
August 2, 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 Zinc Products,
L.P., Hearthmark, Inc., Quoin Corporation, Tilia, Inc., Tilia Direct, Inc.,
Tilia International, Inc., and TriEnda Corporation 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."
Jarden Corporation
August 2, 2002
Page 2
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
Jarden Corporation
August 2, 2002
Page 3
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. In rendering the opinions expressed herein, we have
relied on matters relating to Indiana law on the opinion of Ice Miller, a copy
of which is attached hereto as Exhibit A, with respect to Alltrista Newco
Corporation, an Indiana corporation, Alltrista Plastics Corporation, an Indiana
corporation, Alltrista Zinc Products, L.P., an Indiana limited partnership,
Hearthmark, Inc., an Indiana corporation, and TriEnda Corporation, an Indiana
corporation. 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.
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: /s/ Robert L. Lawrence
---------------------------
Robert L. Lawrence
Authorized Signatory
EXHIBIT A
ICE MILLER
August 2, 2002
Kane Kessler, P.C.
1350 Avenue of the Americas
New York, New York 10019
Jarden Corporation
555 Theodroe fremd Avenue
Rye, New York 10580
Re: Registration Statement on Form S-4 of Jarden Corporation
Ladies and Gentlemen:
We have acted as special Indiana counsel to Jarden Corporation, a Delaware
corporation formerly known as Alltrista Corporation (the "Company"), and each of
Alltrista Newco Corporation, an Indiana corporation, Alltrista Plastics
Corporation, an Indiana corporation, Alltrista Zinc Products, L.P., an Indiana
limited partnership, Hearthmark, Inc., an Indiana corporation, and TriEnda
Corporation, an Indiana corporation (collectively, the "Indiana Guarantors" and
individually an "Indiana Guarantor"), in connection with the Registration
Statement on Form S-4 (the "Registration Statement") filed on behalf of the
Company and the Guarantors (as defined below) with the Securities and Exchange
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 are being registered under the Securities Act of 1933, as amended
(the "Securities Act"), for its outstanding 9 3/4% Senior Subordinated Notes due
2012 (the "Old Notes") which were issued and sold in a transaction exempt from
registration under the Securities Act, 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, among the Company, the
Guarantors (as defined in the Indenture), including the Indiana Guarantors, and
The Bank of New York, as trustee (the "Trustee"). Capitalized terms not
otherwise defined herein shall have the respective meaning assigned to such
terms in the prospectus contained in the Registration Statement. The guarantees
by the Indiana Guarantors under the Indenture with respect to the New Notes are
collectively referred to herein as the "Guarantees."
Except as described in this letter, we are not generally familiar with the
Indiana Guarantors' businesses, records, transactions, or activities. Our
knowledge of their businesses,
Kane Kessler, P.C.
Jarden Corporation
August 2, 2002
Page 2
records, transactions, and activities is limited to the information that is set
forth below and on Exhibit A and that otherwise has been brought to our
attention by certificates executed and delivered to us by officers of the
Indiana Guarantors in connection with this opinion letter. We have examined
copies, certified or otherwise identified to our satisfaction, of the documents
listed in the attached Exhibit A, which is made a part hereof. For the purposes
of this opinion, the documents listed in Exhibit A are hereinafter referred to
collectively as the "Authorization Documents."
In rendering our opinion, we also have examined such certificates of public
officials, organizational documents and records and other certificates and
instruments as we have deemed necessary for the purposes of the opinion herein
expressed and, with your permission, have relied upon and assumed the accuracy
of such certificates, documents, records and instruments. We have made such
examination of the laws of the State of Indiana as we deemed relevant for
purposes of this opinion, but we have not made a review of, and express no
opinion concerning, the laws of any jurisdiction other than the State of
Indiana.
We have relied upon and assumed the truth and accuracy of the
representations, certifications and warranties made in the Authorization
Documents, and have not made any independent investigation or verification of
any factual matters stated or represented therein. Whenever our opinion or
confirmation herein with respect to the existence or absence of facts is
indicated to be based upon our knowledge or belief, it is intended to signify
that, during the course of our representation of the Indiana Guarantors no
information has come to the attention of the attorneys who participated in the
representation which would give us actual knowledge of the existence or absence
of such facts. Except to the extent expressly set forth herein, we have not
undertaken any independent investigation to determine the existence or absence
of such facts or circumstances or the assumed facts set forth herein, we accept
no responsibility to make any such investigation, and no inference as to our
knowledge of the existence or absence of such facts or circumstances or of our
having made any independent review thereof should be drawn from our
representation of the Indiana Guarantors. Our representation of the Indiana
Guarantors is limited to the transactions contemplated by the Registration
Statement and other matters specifically referred to us by the Indiana
Guarantors.
In rendering this opinion letter to you, we have assumed with your
permission:
(a) 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, conformed or photostatic copies,
and the authenticity of the originals of such copies.
(b) The respective factual representations, statements and warranties of
the Indiana Guarantors in the Guarantees and the Authorization Documents,
and in the other
Kane Kessler, P.C.
Jarden Corporation
August 2, 2002
Page 3
documents that we have reviewed, and upon which we have relied, are
accurate, complete and truthful.
(c) All official public records (including their proper indexing and
filing) furnished to or obtained by us, electronically or otherwise, are
accurate, complete and authentic.
(d) The corporate records or other organizational records of each Indiana
Guarantor provided to us are accurate and complete.
Based on the foregoing and upon such investigation as we have deemed
necessary, and subject to the assumptions, qualifications, exceptions and
limitations set forth herein, we are of the opinion that:
1. Each of Hearthmark, Inc., Alltrista Plastics Corporation, Alltrista
Newco Corporation, and TriEnda Corporation is a corporation incorporated and
validly existing under the law of the State of Indiana, for which the most
recent required biennial report has been filed with the Indiana Secretary of
State and no Articles of Dissolution appear as filed in the Indiana Secretary of
State's records. Alltrista Zinc Products, L.P. is a limited partnership validly
existing under the law of the State of Indiana for which no certificate of
cancellation appears as filed in the Secretary of State's records.
2. Each Indiana Guarantor, other than Alltrista Zinc Products, L.P., has
all requisite corporate power and corporate authority, under Indiana law to own
and operate its properties and carry on its business as now conducted, to
perform its obligations under the Guarantees. Alltrista Zinc Products, L.P. has
all requisite limited partnership power and limited partnership authority under
Indiana law to own and operate its properties and carry on its business as now
conducted and to perform its obligations under its Guarantee.
3. The performance of each Indiana Guarantor's obligations under the
Guarantees has been duly authorized by all requisite corporate or limited
partnership action on the part of such Indiana Guarantor.
The opinions expressed herein are matters of professional judgment, are not
a guarantee of result and are effective only as of the date hereof. We do not
undertake to advise you of any matter within the scope of this letter than comes
to our attention after the date of this letter and disclaim any responsibility
to advise you of any future changes in law or fact that may affect the opinions
set forth herein. We express no opinion other than as hereinbefore expressly set
forth. No expansion of the opinions expressed herein may or should be made by
implication or otherwise.
Kane Kessler, P.C.
Jarden Corporation
August 2, 2002
Page 4
We are informed that you are relying on this opinion letter in connection
with Kane Kessler, P.C.'s opinion letter to the Company and the Company's offer
to exchange the New Notes for the Old Notes and the registration of the New
Notes under the Securities Act. The foregoing opinion shall not be relied upon
for any other purpose or by any Person other than the addressee hereof. The use
or reliance upon this opinion letter by any other Person without our prior
written consent is strictly prohibited.
Very truly yours,
/s/ Ice Miller
EXHIBIT A
LIST OF DOCUMENTS REVIEWED
--------------------------
1. Certificate of Existence for each of the Indiana Guarantors issued by the
Indiana Secretary of State, each dated July 17, 2002.
2. Articles of Incorporation of each Indiana Guarantor other than Alltrista
Zinc Products, L.P., as certified by the Indiana Secretary of State on
April 15, 2002, to be a true and complete copy of the Articles of
Incorporation of such Indiana Guarantor, as amended.
3. Bylaws of each Indiana Guarantor other than Alltrista Zinc Products, L.P.,
as certified by an authorized officer of such Indiana Guarantor as of
August 2, 2002, to be a true and complete copy of the Bylaws of such
Indiana Guarantor.
4. Certificate of Limited Partnership of Alltrista Zinc Products, L.P., as
certified by the Indiana Secretary of State on April 15, 2002, to be a true
and complete copy of the Certificate of Limited Partnership of Alltrista
Zinc Products, L.P., as amended.
5. Partnership Agreement of Alltrista Zinc Products, L.P., as certified by an
authorized officer of Alltrista Zinc Products, L.P. as of August 2, 2002,
to be a true and complete copy of the Partnership Agreement of Alltrista
Zinc Products, L.P.
6. Resolutions of the Board of Directors of each Indiana Guarantor other than
Alltrista Zinc Products, L.P., as certified by an authorized officer of
such Indiana Guarantor as of August 2, 2002.
7. Resolutions of the partners of Alltrista Zinc Products, L.P., as certified
by an authorized officer of Alltrista Zinc Products, L.P. as of August 2,
2002.
8. Officers' Certificate of the Indiana Guarantors dated August 2, 2002, as to
certain factual matters.