EXHIBIT 5.1
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 735-3000
February 17, 1998
Huntsman Packaging Corporation
500 Huntsman Way
Salt Lake City, Utah 84108
Re: Huntsman Packaging Corporation
Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as special counsel to Huntsman Packaging
Corporation, a Utah corporation ("Huntsman Packaging"), and the Subsidiary
Guarantors (as defined below) in connection with the issuance by Huntsman Pack--
aging of $125,000,000 aggregate principal amount of Huntsman Packaging's 9 1/8%
Senior Subordinated Notes due 2007 (the "New Notes") to be issued under the
Indenture, dated as of September 30, 1997 (the "Indenture"), by and among
Huntsman Packaging; Huntsman Deerfield Films Corporation, a Massachusetts
corporation (the "Massachusetts Guarantor"); Huntsman United Films Corporation,
a Georgia corporation ("United Films"); Huntsman Packaging Georgia, Inc., a
Georgia corporation ("Huntsman Georgia" and together with United Films, the
"Georgia Guarantors"); Huntsman Preparatory, Inc., a Utah corporation
("Huntsman Preparatory"); Huntsman Film Products of Mexico, Inc., a Utah
corporation ("Huntsman Mexico"); Huntsman Container Corporation International,
a Utah corporation ("Container Corporation") and Huntsman Bulk Packaging
Corporation, a Utah corporation ("Bulk Packaging" and together with Huntsman
Preparatory, Huntsman Mexico and Container
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February 17, 1998
Page 2
Corporation, the "Utah Guarantors" and with the Massachusetts Guarantor and
the Georgia Guarantors, collectively referred to as the "Subsidiary
Guarantors"), and The Bank of New York, as Trustee (the "Trustee"), in exchange
for a like principal amount of Huntsman Packaging's existing 9 1/8% Senior
Subordinated Notes due 2007 (the "Old Notes"). The Indenture provides that the
New Notes will be guaranteed on a senior subordinated basis (the "New
Guarantees") by each of the Subsidiary Guarantors named therein.
This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of
1933, as amended (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 on Form S-4 (File Nos. 333-40067, 333-40067-01 through
333-40067-07) as filed with the Securities and Exchange Commission (the
"Commission") on November 12, 1997 under the Act, Amendment No. 1 thereto filed
with the Commission on January 15, 1998 and Amendment No. 2 with which this
opinion is being filed (such Registration Statement, as so amended, being
hereinafter referred to as the "Registration Statement"); (ii) an executed copy
of the Indenture; (iii) the form of the New Notes, included as an exhibit to
the Indenture; (iv) the form of the New Guarantees to be executed by each of
the Subsidiary Guarantors; (v) the Registration Rights Agreement, dated as of
September 19, 1997 (the "Registration Rights Agreement"), among Huntsman
Packaging, the Subsidiary Guarantors named therein and the other parties
thereto; (vi) the Form T-1 Statement of Eligibility of the Trustee filed as an
exhibit to the Registration Statement; (vii) the Articles of Organization of
the Massachusetts Guarantor, as currently in effect; (viii) the By-Laws of the
Massachusetts Guarantor, as currently in effect; (ix) certain resolutions of
the Board of Directors of the
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February 17, 1998
Page 3
Massachusetts Guarantor, in each case relating to, among other things, the
issuance of the New Guarantees by the Massachusetts Guarantor; and (x) such
other documents as we have deemed necessary or appropriate as a basis for the
opinions set forth herein. We have also examined originals or copies, certified
or otherwise identified to our satisfaction, of such records of Huntsman
Packaging and the Subsidiary Guarantors and such agreements, certificates of
public officials, certificates of officers or other representatives of Huntsman
Packaging, the Subsidiary Guarantors and others, and such other documents,
certificates and records as we have deemed necessary or appropriate as a basis
for the opinions set forth herein. The documents referred to in clauses (ii),
(iii) and (iv) above are hereinafter referred to as the "Operative 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, conformed or photostatic copies and
the authenticity of the originals of such latter documents. In making our
examination of documents executed or to be executed by parties other than the
Massachusetts Guarantor, we have assumed that such parties had or will have 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, of such documents, the execution and delivery by such parties of such
documents and, except to the extent set forth below, the validity and binding
effect thereof on such parties. As to any facts material to the opinions
expressed herein which we have not independently established or verified, we
have relied upon statements and representations of officers and other
representatives of Huntsman Packaging, the Subsidiary Guarantors and others.
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Members of our firm are admitted to the bars in the State of
New York and the Commonwealth of Massachusetts, and we do not express any
opinion as to the laws of any other jurisdictions, and we express no opinion
as to the effect of any other laws on the opinions stated herein.
To the extent that the opinions set forth below relate to
matters of authorization, execution or delivery of the Operative Documents
under the laws of the State of Utah, we express no opinion on such matters, but
have relied, with your consent, solely on the opinion of Van Cott delivered to
you, and our opinions, expressed herein, are subject to all of the assumptions,
limitations, qualifications and exceptions set forth therein.
To the extent that the opinions set forth below relate to
matters of authorization, execution or delivery of the Operative Documents
under the laws of the State of Georgia, we express no opinion on such matters,
but have relied, with your consent, solely upon the opinion of King & Spalding
delivered to you, and our opinions, expressed herein, are subject to all of the
assumptions, limitations, qualifications and exceptions set forth therein.
Based upon the foregoing and subject to the limitations,
qualifications, exceptions and assumptions set forth herein, we are of the
opinion that:
1. When (i) the Registration Statement becomes effective
under the Act and the Indenture has been qualified under the Trust Indenture
Act of 1939, as amended; and (ii) the New Notes are executed, delivered and
authenticated in accordance with the terms of the Indenture and issued upon
consummation of the exchange offer (the "Exchange Offer") as contemplated by
the Registration Statement, the New Notes will constitute the valid and binding
obligations of Huntsman Packaging, entitled to the benefits of the Indenture,
and enforce-
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able against Huntsman Packaging in accordance with their terms, except that (A)
the enforcement thereof may be subject to or limited by (i) bankruptcy,
insolvency, reorganization, fraudulent conveyance, moratorium or other similar
laws now or hereafter in effect relating to or affecting creditors' rights
generally and (ii) general principles of equity (regardless of whether such
enforceability is considered in a proceeding at law or in equity), (B) the
waiver included in Section 4.10 of the Indenture may be unenforceable and (C)
the rights to indemnification and contribution contained in the Registration
Rights Agreement may be limited by state or federal securities laws or the
public policy underlying such laws.
2. The New Guarantee has been duly and validly authorized by
the Massachusetts Guarantor and when (i) the Registration Statement becomes
effective under the Act and the Indenture has been qualified under the Trust
Indenture Act of 1939, as amended; and (ii) the New Notes and New Guarantees
are duly and validly authorized, executed, issued, authenticated and delivered
in accordance with the terms of the Indenture, the New Guarantees will
constitute the valid and binding obligations of each of the Subsidiary
Guarantors, enforceable against each of the Subsidiary Guarantors in accordance
with their terms and entitled to the benefits of the Indenture, except that (A)
the enforcement thereof may be subject to or limited by (i) bankruptcy,
insolvency, reorganization, fraudulent conveyance, moratorium or other similar
laws now or hereafter in effect relating to or affecting creditors' rights
generally and (ii) general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at law), (B) the waiver
included in Section 4.10 of the Indenture may be unenforceable and (C) the
rights to indemnification and contribution contained in the Registration
Rights Agreement may be limited by state or federal
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securities laws or the public policy underlying such laws.
In rendering our opinions set forth above, we have relied
without independent investigation upon and have assumed the correctness of the
opinion of Ronald G. Moffitt, Senior Vice President and General Counsel,
Secretary of Huntsman Packaging, dated the date hereof, to be filed as
Exhibit 5.3 to the Registration Statement, that the execution and delivery by
Huntsman Packaging and the Subsidiary Guarantors of the Indenture, the New
Notes and New Guarantees, as applicable, and the performance by Huntsman
Packaging and the Subsidiary Guarantors of their respective obligations
thereunder do not and will not violate, conflict with or constitute a breach or
default under (i) any agreement or instrument to which Huntsman Packaging, the
Subsidiary Guarantors or any of their respective properties is subject (except
that we do not make the assumption set forth in this clause (i) with respect to
the Articles of Organization or By-laws of the Massachusetts Guarantor), (ii)
any judicial or regulatory order or decree of any governmental authority to
which Huntsman Packaging or the Subsidiary Guarantors is subject or by which
they are bound, or (iii) any consent, approval, license, authorization or order
of or filing, recording or registration with any governmental authority to
which Huntsman Packaging or the Subsidiary Guarantors is subject or by which
they are bound.
In rendering our opinions set forth above, we have relied
without independent investigation upon and have assumed the correctness of the
opinion of Van Cott, dated the date hereof, to be filed as Exhibit 5.2 to the
Registration Statement, that the execution and delivery by Huntsman Packaging
and the Utah Guarantors of the Indenture, the New Notes and the New Guarantees
and the performance by Huntsman Packaging and the Utah Guarantors of their
respective obligations thereunder do not and will not (i) violate
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the laws of the State of Utah or (ii) violate, conflict with or constitute a
breach or default under the respective articles of incorporation or by-laws of
Huntsman Packaging and each of the Utah Guarantors.
In rendering our opinions set forth above, we have relied
without independent investigation upon and have assumed the correctness of the
opinion of King & Spalding, dated the date hereof, to be filed as Exhibit 5.4
to the Registration Statement, that the execution and delivery by the Georgia
Guarantors of the Indenture and the New Guarantees and the performance by the
Georgia Guarantors of their respective obligations thereunder do not and will
not violate (i) the laws of the State of Georgia or (ii) the respective
articles of incorporation or by-laws of the Georgia Guarantors.
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 in the Registration Statement and in the related Prospec-
tus as the same appears under the caption "Legal Mat-
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ters." 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.
Very truly yours,
/s/ Skadden, Arps, Slate,
Meagher & Flom LLP