[ICE MILLER LETTERHEAD]
ONE AMERICAN SQUARE, BOX 82001
INDIANAPOLIS, IN 46282-0002
January 29, 2003
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-3 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, and Hearthmark, Inc., an Indiana corporation
(collectively, the "Indiana Guarantors" and individually an "Indiana
Guarantor"), in connection with the Registration Statement on Form S-3 (the
"Registration Statement") under the Securities Act of 1933, as amended, filed on
behalf of the Company and the Guarantors (as defined below) with the Securities
and Exchange Commission relating to the Company's offering of up to an aggregate
of $150 million of one or more series of debt securities (the "Debt
Securities"), which will be issued pursuant to an indenture (the "Indenture")
among the Company, the Guarantors (as defined in the Indenture), including the
Indiana Guarantors, and a trustee, and will be guaranteed by the Indiana
Guarantors and the other Guarantors. 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 Debt Securities 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,
Jarden Corporation
Kane Kessler, P.C.
January 29, 2003
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. 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 documents that we have reviewed, and upon
which we have relied, are accurate, complete and truthful.
Jarden Corporation
Kane Kessler, P.C.
January 29, 2003
Page 3
(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.
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, and
Alltrista Newco 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 and 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.
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 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 offering pursuant to the Registration Statement. 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 January 28, 2003.
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
January 29, 2003, 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 January 29, 2003, 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 January
29, 2003, 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 January
29, 2003, to be a true and complete copy of the Partnership Agreement
of Alltrista Zinc Products, L.P.
6. Officers' Certificates of the Indiana Guarantors dated January 29,
2003, as to certain factual matters.