KANE KESSLER, P.C.
1350 Avenue of the Americas
New York, New York 10019
(212) 541-6222
October 16, 2002
Jarden Corporation
555 Theodore Fremd Avenue
Rye, New York 10580
RE: REGISTRATION STATEMENT ON FORM S-4 OF JARDEN CORPORATION
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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."
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. 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
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Robert L. Lawrence
Authorized Signatory
EXHIBIT A
[ICE MILLER LETTERHEAD]
One American Square, Box 82001
Indianapolis, IN 46282-0002
October 16, 2002
Jarden Corporation
555 Theodore Fremd Avenue
Rye, New York 10580
Kane Kessler, P.C.
1350 Avenue of the Americas
New York, New York 10019
Re: Registration Statement on Form S-4 of Jarden Corporation
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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, as amended to the date hereof (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."
Jarden Corporation
Kane Kessler, P.C.
October 16, 2002
Page 2
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, 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.
Jarden Corporation
Kane Kessler, P.C.
October 16, 2002
Page 3
(b) The respective factual representations, statements and warranties
of the Indiana Guarantors in the Guarantees and the Authorization
Documents, and in the other 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.
(e) The financial condition of the Indiana Guarantors at all relevant
times will be such as will permit the authorization, execution and
performance of the Guarantees under Ind. Code 23-1-28.
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.
Jarden Corporation
Kane Kessler, P.C.
October 16, 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.
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 October 14, 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, and as further
certified by an authorized officer of such Indiana Guarantor as of October
16, 2002, to be a true, current and complete copy thereof.
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
October 16, 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, and as further certified by an authorized
officer of Alltrista Zinc Products, L.P. as of October 16, 2002, to be a
true and complete copy thereof.
5. Partnership Agreement of Alltrista Zinc Products, L.P., as certified by an
authorized officer of Alltrista Zinc Products, L.P. as of October 16, 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 October 16, 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 October 16,
2002.
8. Officers' Certificate of the Indiana Guarantors dated October 16, 2002, as
to certain factual matters.