EXHIBIT 5.1
[Mays & Valentine Letterhead]
January 29, 1998
Bear Island Paper Company, L.L.C.
Bear Island Finance Company II
10026 Old Ridge Road
Ashland, Virginia 23005
Ladies and Gentlemen:
We have acted as special counsel to Brant-Allen Industries,
Inc., a Delaware corporation ("Brant-Allen"), Bear Island Paper Company,
L.L.C., a limited liability company organized under the laws of the
Commonwealth of Virginia (the "Company") and Bear Island Timberlands
Company, L.L.C., a limited liability company organized under the laws of
the Commonwealth of Virginia ("Timberlands" and, together with
Brant-Allen and the Company, the "Opinion Parties" and each an "Opinion
Party") in connection with the preparation of the Registration Statement
on Form S-4 (File No. 333-42201) filed by the Company and Bear Island
Finance Company II, a Delaware corporation ("FinCo" and, together with
the Company, the "Issuers") with the Securities and Exchange Commission
(the "Commission") on December 12, 1997, and amended on the date hereof
(as amended, the "Registration Statement"). The Registration Statement
relates to the registration under the Securities Act of 1933, as amended
(the "Act"), of $100,000,000 aggregate principal amount of 10% Series B
Senior Secured Notes Due 2007 (the "Notes") in connection with a proposed
exchange offer (the "Exchange Offer").
The Notes are to be issued pursuant to the Indenture, dated as
of December 1, 1997 (the "Indenture"), among the Issuers, Timberlands,
F.F. Soucy, Inc., a corporation organized under the laws of Canada
("Soucy Inc."), Crestar Bank as trustee, and, with respect to certain
provisions thereof, Brant-Allen.
This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Act.
In connection with this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of (i) the
Registration Statement; (ii) an executed copy of the Registration Rights
Agreement, dated as of December 1, 1997 (the "Registration Rights
Agreement"), among the Issuers, TD Securities (USA) Inc. and Salomon
Brothers Inc; (iii) the form of the Notes and a specimen certificate
thereof; (iv) the Articles of Organization and the Operating Agreement of
the Company, as currently in effect; (v) certain resolutions of the Board
of Directors of the Company relating to the issuance and exchange of the
Notes and related matters; and (vi) the Indenture. We have also examined
originals or copies, certified or otherwise identified to our
satisfaction, of such other documents, certificates and records as we
have deemed necessary or appropriate as a basis for the opinions set
forth herein.
The documents listed in items (ii), (iii) and (vi) above are
collectively referred to herein as the "Opinion Documents."
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. In
making our examination of documents executed by FinCo and Soucy Inc., we
have assumed that such parties had the power, corporate or other, to
enter into and perform all obligations thereunder and have also assumed
the due authorization by all requisite action, corporate or other, and
execution and delivery by such parties of such documents and the validity
and binding effect thereof on such parties. As to any facts material to
the opinions expressed herein which we did not independently establish or
verify, we have relied upon oral or written statements and
representations of officers, trustees and other representatives of the
Issuers and others.
Our opinions set forth below are subject to the following
further assumptions and qualifications:
(a) Each of the Opinion Documents constitutes the legal, valid
and binding obligation of each party to such Opinion Document (other than
the Opinion Parties) enforceable against such party in accordance with
its terms.
(b) We express no opinion as to the effect on the opinions
expressed herein of (i) the compliance or non-compliance of any party
(other than the Opinion Parties) to the Opinion Documents with any state,
federal or other laws or regulations applicable to it or (ii) the legal
or regulatory status or the nature of the business of any such party.
We do not express any opinion as to the laws of any
jurisdiction other than the laws of the Commonwealth of Virginia, the
corporate laws of the State of Delaware and the federal laws of the
United States of America.
Based upon and subject to the foregoing, we are of the opinion
that:
(1) each of the Opinion Parties has been duly incorporated or
organized, as applicable, and is validly existing and in good standing
under the laws of the jurisdiction of its incorporation or organization,
as applicable;
(2) each of the Opinion Parties has the requisite power and
authority, corporate or otherwise, to execute and deliver all of the
Opinion Documents to which it is a party and to perform all of its
obligations thereunder, and the execution and delivery of such Opinion
Documents and the consummation by such Opinion Party of the transactions
contemplated thereby (including, in the case of the Company, the
consummation of the Exchange Offer and the issuance of the Notes pursuant
to the Exchange Offer) have been duly authorized by all requisite action,
corporate or otherwise, on the part of such Opinion Party;
(3) each of the Opinion Parties has duly executed and delivered
each Opinion Document to which it is a party in accordance with the
applicable provisions of its organizational documents and the laws of the
jurisdiction of organization of that Opinion Party;
(4) the execution and delivery by each of the Opinion Parties
of each of the Opinion Documents to which it is a party and the
performance of its obligations thereunder do not and will not conflict
with, contravene, violate or constitute a default under: (i) the
Certificate of Incorporation, By-Laws or other organizational documents
of such Opinion Party, (ii) any indenture, instrument or other agreement known
to us to which such Opinion Party or its property is subject, (iii) any law,
rule or regulation to which such Opinion Party is subject, (iv) any judicial
or administrative judgment, injunction, order or decree known to us, of any
governmental authority or (v) any consent, approval, license, authorization or
validation of, or filing, recording or registration with, or notice to, any
governmental authority known to us to be applicable to the Opinion Parties;
(5) no authorization, consent, order, license, validation of,
or other approval of, or notice to or filing, recording or registration
with, any court, governmental authority or regulatory body, or any
subdivision thereof, that has not been obtained or taken and is not in
full force and effect is required to authorize, or is required in
connection with the execution, delivery and performance by, any Opinion
Party of any Opinion Document or the transactions contemplated thereby;
and
(6) assuming that (i) the Registration Statement becomes
effective and the Indenture has been qualified under the Trust Indenture
Act of 1939, as amended, and (ii) the Notes are duly executed,
authenticated and issued in accordance with the Indenture and delivered
and issued in the Exchange Offer as contemplated by the Registration
Rights Agreement and the Registration Statement, the issuance of the
Notes will have been duly authorized by the Company.
We hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement and to the reliance
on this opinion by Skadden, Arps, Slate, Meagher & Flom LLP in rendering
its opinion to be filed as Exhibit 5.2 to the Registration Statement and
dated as of the date of this opinion. We also consent to the reference
to our firm under the caption "Legal Matters" in the Registration
Statement. In giving this consent, we do not thereby admit that we are
included in the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Commission. This
opinion is expressed as of the date hereof, and we disclaim any
undertaking to advise you of any subsequent changes in the facts stated or
assumed herein or of any subsequent changes in applicable law.
Very truly yours,
/s/ Mays & Valentine, L.L.P.