[KANE KESSLER, P.C. LETTERHEAD]
1350 AVENUE OF THE AMERICAS
NEW YORK, NY 10019
October 1, 2003
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 (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 the date hereof 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 $30 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 registered under the Securities Act by a Registration Statement
on Form S-3 (Registration No. 333-102387) (the "Old Notes"), all as more fully
described in the Registration Statement. The New Notes will be issued under the
Indenture, dated as of April 24, 2002, as supplemented by the First Supplemental
Indenture dated as of May 7, 2003, as further supplemented by the Second
Supplemental Indenture dated as of May 28, 2003, and as further supplemented by
the Third Supplemental Indenture dated as of September 25, 2003 (collectively,
the "April 2002 Indenture"), among the Company, the Subsidiary Guarantors and
The Bank of New York, as trustee (the "Trustee"). The Old Notes were issued
under the Indenture, dated as of January 29, 2003, as supplemented by the First
Supplemental Indenture dated as of May 8, 2003, as further supplemented by the
Second Supplemental Indenture dated as of May 28, 2003, as further supplemented
by the Third Supplemental Indenture dated as of August 28, 2003 and as further
supplemented by the Fourth Supplemental Indenture dated as of September 25, 2003
Jarden Corporation
October 1, 2003
Page 2
(collectively, the "January 2003 Indenture"), among the Company, the Subsidiary
Guarantors and The Bank of New York. 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, LLC, Quoin, LLC, Tilia, Inc., Tilia Direct, Inc., Tilia
International, Inc., O.W.D. Incorporated, Tupper Lake Plastics, Incorporated, X
Properties, LLC and Lehigh Consumer Products 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 to be filed with
the Commission as of the date hereof; (ii) the certificate of incorporation, the
certificate of limited partnership or the certificate of formation, as the case
may be, as currently in effect, of the Company and each of the Subsidiary
Guarantors; (iii) the By-laws, operating agreements or the agreement of limited
partnership, as the case may be, as currently in effect, of the Company and each
of the Subsidiary Guarantors; (iv) the April 2002 Indenture and the January 2003
Indenture; (v) the form of the Old Notes and the New Notes; (vi) the form of the
Guarantees; (vii) resolutions of the Board of Directors of the Company and the
Board of Directors, the managing members or the partners, as the case may be, of
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 (viii) 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 April 2002 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, the authenticity
of the originals of such latter documents, and the financial condition of the
Subsidiary Guarantors at all relevant times will be such as will permit the
authorization, execution and performance of the Guarantees under applicable law.
As to certain facts material to this opinion, we have relied without independent
verification upon oral or written statements
Jarden Corporation
October 1, 2003
Page 3
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
April 2002 Indenture, and (iii) the New Notes and the new
Guarantees shall have been issued and delivered in exchange for the
Old Notes and the old Guarantees pursuant to the terms set forth in
the Prospectus, the New Notes and the new Guarantees will be the
valid and binding obligation of the Company and the Subsidiary
Guarantors, as the case may be, entitled to the benefits of the
April 2002 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 Securities Act or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
Jarden Corporation
October 1, 2003
Page 4
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 (i) Indiana law on the opinion of Ice Miller,
subject to the assumptions and qualifications contained therein, 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, and
Alltrista Zinc Products, L.P., an Indiana limited partnership; and (ii)
Pennsylvania law on the opinion of Kirkpatrick & Lockhart LLP, subject to the
assumptions and qualifications contained therein, a copy of which is attached
hereto as Exhibit B, with respect to Lehigh Consumer Products Corporation, a
Pennsylvania 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 maters 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,
/s/ KANE KESSLER, P.C.
EXHIBIT A
[ICE MILLER LETTERHEAD]
ONE AMERICAN SQUARE, BOX 82001
INDIANAPOLIS, IN 46282-0002
October 1, 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-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, and Alltrista Zinc Products, L.P.,
an Indiana limited partnership (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 $30 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
also were registered under the Securities Act, all as more fully described in
the Registration Statement. The New Notes will be issued under the Company's
Indenture dated as of April 24, 2002, as amended and supplemented (the
"Indenture"), 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 1, 2003
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 Indenture and 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
Jarden Corporation
Kane Kessler, P.C.
October 1, 2003
Page 3
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.
(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 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
Jarden Corporation
Kane Kessler, P.C.
October 1, 2003
Page 4
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 execution and delivery of the Guarantees by the Indiana
Guarantors and the performance of each Indiana Guarantor's obligations under the
Guarantees have 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 that
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.
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.
Jarden Corporation
Kane Kessler, P.C.
October 1, 2003
Page 5
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 September 26, 2003.
2. Articles of Incorporation of Alltrista Newco Corporation and Alltrista
Plastics Corporation, as certified by the Indiana Secretary of State on
August 22, 2003, to be a true and complete copy of the Articles of
Incorporation of Alltrista Newco Corporation and Alltrista Plastics
Corporation, respectively, as amended, and as further certified by an
authorized officer of Alltrista Newco Corporation and Alltrista
Plastics Corporation as of October 1, 2003, to be a true, current and
complete copy thereof.
3. Bylaws of Alltrista Newco Corporation and Alltrista Plastics
Corporation, as certified by an authorized officer of Alltrista Newco
Corporation and Alltrista Plastics Corporation as of October 1, 2003,
to be a true and complete copy of the Bylaws of Alltrista Newco
Corporation and Alltrista Plastics Corporation, respectively.
4. Certificate of Limited Partnership of Alltrista Zinc Products, L.P., as
certified by the Indiana Secretary of State on August 22, 2003, 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 1,
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 October 1,
2003, 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 Alltrista Newco Corporation
and Alltrista Plastics Corporation, respectively, as certified by an
authorized officer of Alltrista Newco Corporation and Alltrista
Plastics Corporation as of October 1, 2003.
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 1, 2003.
8. Officers' Certificate of the Indiana Guarantors dated October 1, 2003,
as to certain factual matters.
EXHIBIT B
[KIRKPATRICK & LOCKHART LLP LETTERHEAD]
HENRY W. OLIVER BUILDING
535 SMITHFIELD STREET
PITTSBURGH, PA 15222-2312
October 1, 2003
Jarden Corporation
555 Theodore Fremd Avenue
Rye, New York 10580
Kane Kessler, P.C.
1350 Avenue of the Americas
New York, New York 10019-4896
RE: REGISTRATION STATEMENT ON FORM S-4 OF JARDEN CORPORATION
Ladies and Gentlemen:
We have acted as special Pennsylvania counsel to Lehigh Consumer
Products Corporation, a Pennsylvania corporation ("LEHIGH"), in connection with
the offer by Jarden Corporation, a Delaware corporation formerly known as
Alltrista Corporation (the "COMPANY"), to exchange $30,000,000 aggregate
principal amount of its 9 3/4% Senior Subordinated Notes Due 2012 (the "NEW
NOTES"), which are in the process of 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 have been registered under
the Securities Act, all as more fully described in the Registration Statement on
Form S-4, which will be filed with the Securities and Exchange Commission (the
"COMMISSION") on or about October 1, 2003 under the Securities Act (the
"REGISTRATION STATEMENT"), including the final Prospectus relating to that
Registration Statement (the "PROSPECTUS").
The New Notes will be issued under the Company's Indenture dated as of
April 24, 2002, as supplemented by the First Supplemental Indenture dated as of
May 7, 2003, as further supplemented by the Second Supplemental Indenture dated
as of May 28, 2003, and as further supplemented by the Third Supplemental
Indenure dated as of September 25, 2003 (the "THIRD SUPPLEMENT"),
Jarden Corporation
Kane Kessler, P.C.
October 1, 2003
Page 2
among the Company, the guarantors named therein, including Lehigh, and The Bank
of New York, as trustee (as supplemented, the "INDENTURE"). The Old Notes were
issued pursuant to an Indenture, dated as of January 29, 2003, as supplemented
by the First Supplemental Indenture dated as of May 8, 2003, as further
supplemented by the Second Supplemental Indenture dated as of May 28, 2003, as
further supplemented by the Third Supplemental Indenture dated as of August 28,
2003, and as further supplemented by the Fourth Supplemental Indenture dated as
of September 25, 2003, among the Company, the guarantors named therein,
including Lehigh, and the Bank of New York, as trustee. We have also been
provided an executed Unanimous Written Consent of the Board of Directors of
Lehigh dated September 30, 2003 relating to the Third Supplement, the exchange
offer contemplated by the Registration Statement, and related matters (the
"Consent"), and a form of Subsidiary Guarantee attached as Exhibit A thereto,
which relates to Lehigh's guaranty of the Company's obligations under the
Indenture (the "SUBSIDIARY GUARANTEE"). Our representation has been limited to
the preparation of this opinion letter, which we are delivering to you at the
request of Lehigh.
In connection with rendering the opinions set forth below, we have
examined the Indenture (including the Third Supplement), Lehigh's Articles of
Incorporation and By-laws, the Subsidiary Guarantee, and the Consent, and we
have made such other investigation as we have deemed appropriate. As more fully
described in numbered paragraph 1 below, we have examined and relied on
information provided on the website maintained by the Pennsylvania Department of
State Corporation Bureau. We have not independently established any of the facts
so relied on.
For the purposes of this opinion letter we have assumed that each
document submitted to us is accurate and complete, that each such document that
is an original is authentic, that each such document that is a copy conforms to
an authentic original, and that all signatures on each such document are
genuine. We have further assumed that the corporate and organizational records
of Lehigh provided to us are accurate and complete. We have not verified any of
those assumptions.
Jarden Corporation
Kane Kessler, P.C.
October 1, 2003
Page 3
We have not independently verified any information, including
financial, accounting, or statistical information, included or incorporated by
reference in the Registration Statement or the Prospectus.
The opinions expressed in this opinion letter are limited to the laws
of the Commonwealth of Pennsylvania. We are not opining on specialized laws that
are not customarily covered in opinion letters of this kind, such as tax,
insolvency, antitrust, pension, employee benefit, fraudulent transfer,
environmental, banking, insurance, or securities laws.
Based upon and subject to the foregoing, and the additional
qualifications and other matters set forth below, it is our opinion that:
1. Lehigh is a corporation incorporated under the laws of the
Commonwealth of Pennsylvania. Solely based on and in reliance on the "Entity
Details" regarding Lehigh provided on the website maintained by the Pennsylvania
Department of State Corporation Bureau on the date hereof, Lehigh is presently
subsisting under the laws of the Commonwealth of Pennsylvania. We note that such
"Entity Details" may not reflect recent submissions to the Corporation Bureau.
2. Lehigh has the corporate power to own, lease, and operate its
properties, and to conduct its business, as described in the Registration
Statement. Lehigh has the corporate power to perform its obligations under the
Subsidiary Guarantee and the Third Supplement.
3. Lehigh has taken all corporate action necessary to authorize the
execution and delivery of, and performance of its obligations under, the
Subsidiary Guarantee and the Third Supplement.
We are furnishing this opinion letter to you solely in connection with
the transaction mentioned above. You may not rely on this opinion letter in any
other connection, and it may not be relied upon by any other person other than
the addressees hereof.
The foregoing opinions are rendered as of the date of this letter. We
assume no obligation to update or supplement any of such opinions to reflect any
changes of law or fact that may occur.
Very truly yours,
/s/ Kirkpatrick & Lockhart LLP