EXHIBIT 5.2
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NY 10022-3897
TEL:(212) 735-3000
FAX:(212) 735-2000
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 Bear Island Paper Company, L.L.C.,
a Virginia limited liability company (the "Company") and Bear Island Finance
Company II, a Delaware corporation ("FinCo" and, together with the Company, the
"Issuers") in connection with the preparation of the Registration Statement on
Form S-4 (File No. 333-42201) filed by 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, Bear Island Timberlands
Company, L.L.C., a Virginia limited liability company ("Timberlands"), F.F.
Soucy, Inc., a corporation organized under the laws of Canada ("Soucy Inc."),
Crestar Bank as
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Bear Island Finance Company II
January 29, 1998
Page 2
trustee, and, with respect to certain provisions thereof, Brant-Allen
Industries, Inc., a Delaware corporation ("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 Certificate of
Incorporation of FinCo, as currently in effect; (v) the By-Laws of FinCo, as
currently in effect; (vi) certain resolutions of the Board of Directors of
FinCo relating to the issuance and exchange of the Notes and related matters;
and (vii) 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 (vii) 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
Bear Island Paper Company, L.L.C.
Bear Island Finance Company II
January 29, 1998
Page 3
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 parties other than FinCo, 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 (except as to the Company and the Notes, as to
which we express our opinion below) 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.
As used herein, the following terms shall have the following
respective meanings:
"Opinion Party" means each of the Issuers, Timberlands, Soucy Inc. and
Brant-Allen and "Opinion Parties" means all of those parties, collectively.
Members of our firm are admitted to the bar in the State of New York,
and we do not express any opinion as to the laws of any other jurisdiction
other than the Delaware General Corporation Law (the "DGCL").
Based upon and subject to the foregoing, we are of the opinion that
the issuance of the Notes has been duly authorized by FinCo, and when (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
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Bear Island Finance Company II
January 29, 1998
Page 4
delivered and issued in the Exchange Offer as contemplated by the Registration
Rights Agreement and the Registration Statement, the Notes will be valid and
binding obligations of the Issuers, enforceable against the Issuers in
accordance with their terms, except to the extent that enforcement thereof may
be limited by (1) bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance or other similar laws now or hereafter in effect
relating to creditors' rights generally and (2) general principles of equity
(regardless of whether enforceability is considered in a proceeding at law or
in equity).
In rendering the opinion set forth above, we have, without independent
investigation, relied solely upon the opinion of Mays & Valentine LLP filed as
Exhibit 5.1 to the Registration Statement that the Company has been duly formed
and is validly existing and that 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
(except that we do not rely in this clause (i) with respect to the Certificate
of Incorporation or By-laws of FinCo), (ii) any indenture, instrument or other
agreement to which such Opinion Party or its property is subject, (iii) any
law, rule or regulation to which such Opinion Party is subject (except that we
do not rely in this clause (iii) with respect to the DGCL and those laws, rules
and regulations (other than securities and antifraud laws) of the State of
New York and of the United States of America which, in our experience, are
normally applicable to transactions of the type contemplated by the Opinion
Documents, but without our having made any special investigation concerning
any other laws, rules, or regulations), (iv) any judicial or administrative
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January 29, 1998
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judgment, injunction, order or decree 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.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement. 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/ Skadden, Arps, Slate,
Meagher & Flom LLP