KANE KESSLER, P.C.
1350 Avenue of the Americas
New York, NY 10019
(212) 541-6222
Fax: (212) 245-3009
January 29, 2003
Jarden Corporation
555 Theodore Fremd Avenue
Rye, New York 10580
RE: REGISTRATION STATEMENT ON FORM S-3 OF JARDEN CORPORATION
Ladies and Gentlemen:
We have acted as special counsel to Jarden Corporation, a Delaware
corporation (the "Company"), and the Subsidiary Guarantors (as defined below) in
connection with the preparation of the Registration Statement on Form S-3 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), filed on behalf of the Company and the Subsidiary Guarantors
with the Securities and Exchange Commission (the "Commission"). You have
provided us with a draft prospectus (the "Prospectus") which is a part of the
Registration Statement. The Prospectus provides that it will be supplemented in
the future by one or more supplements to the Prospectus (each, a "Prospectus
Supplement"). The Registration Statement relates to the Company's offering of up
to an aggregate of $150,000,000 of (i) one or more series of debt securities
(the "Debt Securities"), which may be guaranteed (the "Guarantees") by the
Company's subsidiaries set forth on Exhibit A hereto (the "Subsidiary
Guarantors"), (ii) shares of common stock of the Company, par value $0.01 per
share (the "Common Stock"), (iii) shares of preferred stock of the Company, par
value $0.01 per share (the "Preferred Stock"), (iv) warrants to purchase debt
securities, Common Stock, or Preferred Stock (the "Warrants"), or any
combination of the foregoing (collectively, the "Securities"). Any series of
Debt Securities and Warrants may be convertible and/or exchangeable for Common
Stock, Preferred Stock, or another series of Debt Securities. Any series of
Preferred Stock may be convertible and/or exchangeable for Common Stock or
another series of Preferred Stock. Capitalized terms used herein and not
otherwise defined shall have the meanings assigned to such terms in the
Prospectus.
The Debt Securities will be issued pursuant to an indenture between the
Company and a Trustee (the "Trustee"), and one or more supplements thereto (the
"Indenture"). The Warrants will be issued pursuant to one or more warrant
agreements (each, a "Warrant Agreement"), by and between the Company and a
warrant agent (each, a "Warrant Agent").
We have examined copies of the Registration Statement, in the form
filed with the Commission through the date hereof, the Restated Certificate of
Incorporation of the Company, as amended, the By-laws of the Company, 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 have also examined
such other documents, papers, authorities and statutes as we have deemed
necessary to form the basis of the opinions hereinafter set forth.
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, and such other documents and information as we have deemed necessary
or appropriate to enable us to render the opinions expressed below. We have not
undertaken any independent investigation to determine the accuracy of any such
facts.
Based upon and subject to the foregoing and the statements contained
herein, we are of the opinion that:
1. When the Registration Statement and any required post-effective
amendments thereto and any and all Prospectus Supplement(s) required by
applicable laws have all become effective under the Securities Act, and upon
adoption by the Board of Directors of the Company of a resolution in form and
content as required by applicable law, and assuming that (i) the terms of the
shares of Common Stock are as described in the Registration Statement, the
Prospectus and the related Prospectus Supplement(s), (ii) at the time of
issuance of such shares of Common Stock, the number of shares of Common Stock
which the Company is authorized to issue in its Restated Certificate of
Incorporation, as amended, will exceed the sum of (A) the number of shares of
Common Stock outstanding, (B) the number of shares of Common Stock held as
treasury shares, and (C) the number of shares of Common Stock which the Company
is obligated to issue (or has otherwise reserved for issuance for any purposes),
by at least the number of such shares of Common Stock, (iii) adequate
consideration for such shares of Common Stock has been paid to, and received by
the Company in the manner contemplated by the Registration Statement, the
Prospectus and the related Prospectus Supplement(s) and by such resolution, and
(iv) such shares of Common Stock, and the issuance thereof, comply with all
requirements and restrictions, if any, applicable to the Company, whether
imposed by any court or governmental or regulatory body having jurisdiction over
the Company, such shares of Common Stock (including any Common Stock duly issued
upon the exchange or conversion of Debt Securities, Warrants, and Preferred
Stock that are exchangeable or convertible into Common Stock) will be validly
issued, fully paid and nonassessable.
2. When the Registration Statement and any required post-effective
amendments thereto and any and all Prospectus Supplement(s) required by
applicable laws have all become effective
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under the Securities Act, and when the powers, designations, preferences, and
other rights and limitations of a series of Preferred Stock has been duly
established in accordance with the terms of the Restated Certificate of
Incorporation of the Company, as amended, and applicable law, and upon adoption
by the Board of Directors of the Company of a resolution in form and content as
required by applicable law, and assuming that (i) the terms of such shares are
as described in the Registration Statement, the Prospectus and the related
Prospectus Supplement(s), (ii) at the time of issuance of such shares of
Preferred Stock, the number of shares of Preferred Stock which the Company is
authorized to issue in its Restated Certificate of Incorporation, as amended,
will exceed the sum of (A) the number of shares of Preferred Stock outstanding,
(B) the number of shares of Preferred Stock held as treasury shares, and (C) the
number of shares of Preferred Stock which the Company is obligated to issue (or
has otherwise reserved for issuance for any purposes), by at least the number of
such shares of Preferred Stock, (iii) adequate consideration for the shares of
Preferred Stock has been paid to, and received by the Company in the manner
contemplated by the Registration Statement, the Prospectus and the related
Prospectus Supplement(s) and by such resolution, and (iv) such shares, and the
issuance thereof, comply with all requirements and restrictions, if any,
applicable to the Company, whether imposed by any court or governmental or
regulatory body having jurisdiction over the Company, such shares of Preferred
Stock (including any Preferred Stock duly issued upon the exchange or conversion
of Debt Securities, Warrants, and other series of Preferred Stock that are
exchangeable or convertible into Preferred Stock) will be validly issued, fully
paid and nonassessable.
3. When (a) the Warrant Agreement has been duly authorized, executed,
and delivered by the Company, (b) the specific terms of a particular issuance of
Warrants have been duly established by a Warrant Agreement in accordance with
applicable law (including, without limitation, the adoption by the Board of
Directors of the Company of a resolution duly authorizing the issuance and
delivery of the Warrants), duly authenticated by the Warrant Agent and duly
executed and delivered on behalf of the Company against payment therefor in
accordance with the terms and provisions of the Warrant Agreement and as
contemplated by the Registration Statement, the Prospectus and the related
Prospectus Supplement(s), and (c) the Registration Statement and any required
post-effective amendments thereto and any Prospectus Supplement(s) required by
applicable laws have all become effective under the Securities Act, and assuming
(i) that the terms of the Warrants as executed and delivered are as described in
the Registration Statement, the Prospectus and the related Prospectus
Supplement(s), (ii) that the Warrants as executed and delivered do not violate
any law applicable to the Company or result in a default under or breach of any
agreement or instrument binding upon the Company, and (iii) that the Warrants as
executed and delivered comply with all requirements and restrictions, if any,
applicable to the Company, whether imposed by any court or governmental or
regulatory body having jurisdiction over the Company, the Warrants will
constitute valid and binding obligations of the Company.
4. When (a) the Indenture has been duly authorized, executed, and
delivered by the Company, (b) the Debt Securities have been duly established in
accordance with the terms of the Indenture (including, without limitation, the
adoption by the Board of Directors of the Company of a resolution duly
authorizing the issuance and delivery of the Debt Securities), duly
authenticated
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by the Trustee and duly executed and delivered on behalf of the Company against
payment therefor in accordance with the terms and provisions of the Indenture
and as contemplated by the Registration Statement, the Prospectus and the
related Prospectus Supplement(s), and (c) the Registration Statement and any
required post-effective amendments thereto and any Prospectus Supplement(s)
required by applicable laws have all become effective under the Securities Act,
and assuming (i) that the terms of the Debt Securities as executed and delivered
are as described in the Registration Statement, the Prospectus and the related
Prospectus Supplement(s), (ii) that the Debt Securities as executed and
delivered do not violate any law applicable to the Company or result in a
default under or breach of any agreement or instrument binding upon the Company,
and (iii) that the Debt Securities as executed and delivered comply with all
requirements and restrictions, if any, applicable to the Company, whether
imposed by any court or governmental or regulatory body having jurisdiction over
the Company, the Debt Securities will constitute valid and legally binding
obligations of the Company.
5. When (a) the Indenture has been duly authorized, executed, and
delivered by the Company and the applicable Subsidiary Guarantor, (b) the
Guarantees have been duly authorized, executed and delivered on behalf of such
Subsidiary Guarantor and the related Debt Securities have been duly
authenticated by the Trustee and duly executed and delivered on behalf of the
Company against payment therefor in accordance with the terms and provisions of
the Indenture and as contemplated by the Registration Statement, the Prospectus
and the related Prospectus Supplement(s), and (c) the Registration Statement and
any required post-effective amendments thereto have all become effective under
the Securities Act, and assuming (i) that the terms of the Guarantees as
executed and delivered are as described in the Registration Statement, the
Prospectus and the related Prospectus Supplement(s), (ii) that the Guarantees as
executed and delivered do not violate any law applicable to the applicable
Subsidiary Guarantor or result in a default under or breach of any agreement or
instrument binding upon such Subsidiary Guarantor, (iii) that the Guarantees as
executed and delivered comply with all requirements and restrictions, if any,
applicable to such Subsidiary Guarantor, whether imposed by any court or
governmental or regulatory body having jurisdiction over such Subsidiary
Guarantor, and (iv) that the Guarantees are then issued as contemplated in the
Registration Statement, the Prospectus and the related Prospectus Supplement(s),
the Guarantees will constitute valid and legally binding obligations of the
applicable Subsidiary Guarantor.
The opinions set forth herein are subject to the following additional
qualifications, assumptions and exceptions:
1. the effect of bankruptcy, insolvency, reorganization, fraudulent
conveyance, moratorium or other similar laws now or hereafter in
effect relating to or affecting the rights and remedies of
creditors generally; and
2. the effect of general principles of equity, whether enforcement is
considered in a proceeding in equity or law, and the discretion of
the court before which any proceeding therefor may be brought;
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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 and the Prospectus Supplements which form 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 assume for purposes of this opinion that (i) each of the parties to
the Warrant Agreement, other than the Company, and the Trustee is duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization; (ii) the Trustee and Warrant Agent are duly
qualified to engage in the activities contemplated by the Indenture and Warrant
Agreement, respectively; (iii) the Indenture has been duly authorized, executed
and delivered by the Trustee and constitutes a legally valid and binding
obligation of the Trustee, enforceable against the Trustee in accordance with
its terms; (iv) the Warrant Agreement has been duly authorized, executed and
delivered by each of the parties to the Warrant Agreement (other than the
Company) and constitutes a legally valid and binding obligation of such parties,
enforceable against such parties in accordance with its terms;(v) the Trustee
and the parties to the Warrant Agreement (other than the Company) each has the
requisite organizational and legal power and authority to perform its
obligations under the Indenture and Warrant Agreement, respectively; and (vi)
the Trustee is qualified under the Trust Indenture Act of 1939, as amended, and
a Form T-1 will be properly filed as an exhibit to the Registration Statement.
We are qualified to practice law in the State of New York and do not
purport to be experts on any law, other than the laws of the State of New York,
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, with respect to Alltrista Newco Corporation, an Indiana
corporation, Alltrista Plastics Corporation, an Indiana corporation, Alltrista
Zinc Products, L.P., an Indiana limited partnership, and Hearthmark, Inc., an
Indiana corporation.
This opinion letter is limited to the specific legal matters expressly
set forth herein, 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.
/s/ Jeffrey S. Tullman
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EXHIBIT A
1. Alltrista Newco Corporation
2. Alltrista Plastics Corporation
3. Alltrista Zinc Products, L.P.
4. Hearthmark, Inc.
5. Quoin Corporation
6. Tilia, Inc.
7. Tilia Direct, Inc.
8. Tilia International, Inc.
6