[LETTERHEAD OF VAN COTT, BAGLEY, CORNWALL & MCCARTHY]
February 17, 1998
Huntsman Packaging Corporation
500 Huntsman Way
Salt Lake City, Utah 84108
Ladies and Gentlemen:
We have acted as counsel in the State of Utah to Huntsman Packaging
Corporation, a Utah corporation (the "Company") and the Guarantors (as defined
below) in connection with the issuance and delivery of (i) the Exchange Notes
(as defined below) by the Company and (ii) the Guarantees (as defined below) by
the Guarantors.
In connection with the preparation of the opinion letter and as the
basis for the opinions set forth below (the "Opinions"), we have made such
investigations of the laws of the State of Utah and the laws of the United
States of America as we have been deemed relevant and necessary, and we have
examined such documents and records as we have deemed relevant and necessary,
including the following:
(a) a photocopy of that certain Indenture dated as of September 30,
1997 (the "Indenture") between the Company, the Guarantors and The Bank of New
York, as trustee, executed by the Company;
(b) a photocopy of that certain Registration Rights Agreement dated as
of September 19, 1997 (the "Registration Rights Agreement") among the Company,
the Guarantors and the initial purchasers named therein, executed by the Company
and the Guarantors;
(c) a photocopy of the form of the 9 1/8% Senior Subordinated Notes due
2007 to be issued by the Company pursuant
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Huntsman Packaging Corporation
February 17, 1998
Page 2
to the Registration Rights Agreement and attached as Exhibit A2 to the Indenture
(the "Exchange Notes");
(d) a photocopy of the form of Guarantee to be issued by each of the
Guarantors and attached as Exhibit E to the Indenture (collectively, the
"Guarantees");
(e) a photocopy of the Articles of Incorporation, with amendments, of
each of the Company and the Utah Guarantors (as defined below), certified to on
February 10, 1998 by the Utah Department of Commerce, Division of Corporations
and Commercial Code (the "Division"); and
(f) a photocopy of the Bylaws of each of the Company and the Utah
Guarantors certified to by Ronald G. Moffitt, an officer of each of such
companies, as of the date of this opinion letter.
For purpose of this opinion letter, the following terms and phrases
have the following meanings:
(i) "Companies" means and is limited to the Company and the Guarantors.
(ii) "Guarantors" means and is limited to Huntsman Container
Corporation International, Huntsman Bulk Packaging Corporation, Huntsman Film
Products of Mexico, Inc., Huntsman United Films Corporation, Huntsman Packaging
Georgia, Inc., Huntsman Preparatory, Inc. and Huntsman Deerfield Films
Corporation.
(iii) "internal laws of the State of Utah" means and is limited to the
laws of the State of Utah, excluding any provisions of Utah law that might
require the application of the law of any state or jurisdiction other than the
State of Utah.
(iv) "laws of the State of Utah" or "Utah law" means and is limited to
the present published statutes of the State of Utah, the administrative rules
and regulations of agencies of the State of Utah as contained in the present
published Utah Administrative Code, and the present published decisions of the
Utah Court of Appeals and the Utah Supreme Court.
(v) "laws of the United States of America" or "federal law" means and
is limited to the present published statutes of the United States of America,
the rules and regulations as
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Huntsman Packaging Corporation
February 17, 1998
Page 3
contained in the present published Code of Federal Regulations and the present
published decisions of the courts of the United States of America.
(vi) "Operative Documents" means and is limited to the Indenture, the
Registration Rights Agreement, the Exchange Notes and the Guarantees.
(vii) "Utah Guarantors" means and is limited to Huntsman Container
Corporation International, Huntsman Bulk Packaging Corporation, Huntsman Film
Products of Mexico, Inc. and Huntsman Preparatory, Inc.
Based upon the examination described above, subject to the assumptions,
qualifications, limitations and exceptions set forth in this opinion letter and
under current interpretations of the laws of the State of Utah and the laws of
the United States of America, we are of the opinion that:
1. The Company has the corporate power and corporate authority to
issue, execute and deliver each of the Exchange Notes and to perform its
obligations under each of the Exchange Notes, and the issuance, execution and
delivery of each of the Exchange Notes, and the performance by the Company of
its obligations as specified in each of the Exchange Notes, have been duly
authorized by all requisite corporate action on the part of the Company.
2. Each of the Utah Guarantors has the corporate power and corporate
authority to issue, execute and deliver a Guarantee and to perform its
obligations under such Guarantee, and the issuance, execution and delivery of
each such Guarantee, and the performance by each respective Utah Guarantor of
its obligations as specified in such Guarantee, have been duly authorized by all
requisite corporate action on the part of each Utah Guarantor.
3. The execution and delivery of the Indenture and the Exchange Notes
by the Company and the performance by the Company of its obligations under the
Indenture and the Exchange Notes will not (a) result in a violation of Utah law,
or (b) conflict with, result in a breach or violation of, or constitute a
default or event of default under the Articles of Incorporation or Bylaws of
the Company.
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Huntsman Packaging Corporation
February 17, 1998
Page 4
4. The execution and delivery by each Utah Guarantor of the Indenture
and the Guarantee executed by it and the performance by each Utah Guarantor of
its obligations under the Indenture and such Guarantee will not (a) result in a
violation of Utah law, or (b) conflict with, result in a breach or violation
of, or constitute a default or event of default under the Articles of
Incorporation or Bylaws of the applicable Utah Guarantor.
The Opinions are predicated upon and are limited by the matters set
forth in the Opinions and are further subject to the qualifications,
exceptions, assumptions and limitations set forth below:
A. We are licensed to practice law in the State of Utah. As a result,
the Opinions are subject to the following:
(i) The Opinions are limited to the laws of the State of Utah
and the laws of the United States of America. We express no opinion
as to local laws or the laws of any other state or country.
(ii) To the extent that any Opinions relate to matters that
may be governed by the laws of any jurisdiction other than the State
of Utah, we have assumed, with your understanding and authorization,
that the internal laws of the State of Utah would apply for purposes
of such Opinions.
(iii) Our duties and responsibilities with respect to this
opinion letter shall at all times and in all respects be governed by
and construed solely in accordance with the internal laws of the
State of Utah.
B. We expressly except from this opinion letter any opinion or
confirmation as to whether, or to what extent, a Utah court or any other court
would apply Utah law, or the law of any other state or jurisdiction, to any
particular aspect of the transactions that are the subject of the Opinions.
C. For purposes of this opinion letter we have assumed that each
party to the Operative Documents, including each of the Companies, has
complied with (i) the provisions of the securities laws, "blue sky" laws,
securities regulations, and/or securities rules of the State of Utah and the
United States of America (collectively, the "Securities Laws"), and we
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Huntsman Packaging Corporation
February 17, 1998
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expressly except from this opinion letter any opinion or confirmation
concerning the need for or compliance by any party, and in particular by the
Companies, with the Securities Laws.
D. The Opinions that relate to specific agreements or documents relate
to the specified agreements or documents, and do not extend to documents,
agreements or instruments referred to in such agreements or documents (even
if incorporated therein by reference), or to any exhibits, annexes or schedules
that are not expressly identified in this opinion letter as having been
examined by us.
E. In rendering the Opinions, we have assumed (i) the genuineness
of all signatures, (ii) the capacity and the authority of all individuals
executing documents (other than officers of the Company or the Utah
Guarantors), (iii) the conformity to the original documents of all photocopies
or facsimile copies submitted to us, whether certified or not, and (iv) the
authenticity of all documents submitted to us as originals.
F. As to factual matters which are material to the Opinions, we have
relied upon (i) statements or assurances made to us by governmental authorities
or by representatives of one or more of the Companies, (ii) the factual
circumstances of the transactions contemplated by the Operative Documents, and
(iii) the factual statements, factual representations and factual warranties of
one or more of the Companies contained in the Operative Documents. The Opinions
assume the accuracy and completeness of such factual matters. Except as
expressly set forth in this opinion letter, we have not investigated or
verified such factual matters and do not opine as to or confirm the accuracy
or completeness of such matters of fact. Nevertheless, nothing has come to
our attention that causes us to believe that our reliance upon such factual
matters was not reasonable under the circumstances.
G. The Opinions are limited to those expressly stated and no other
opinions should be implied.
H. The Opinions are as of the date of this opinion letter and we
assume no obligation to update or supplement the Opinions to reflect any facts
or circumstances that may later come to our attention or any change in the law
that may occur after the date of this opinion letter.
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Huntsman Packaging Corporation
February 17, 1998
Page 6
This opinion letter may only be relied upon by the Company in connection
with the issuance and delivery of the Exchange Notes and the Guarantees and
except that (i) Skadden, Arps, Slate, Meagher & Flom LLP may rely upon this
opinion letter solely for the purpose of rendering an opinion letter to the
Company in connection with the issuance and delivery of the Exchange Notes and
the guarantees, and (ii) we hereby consent to the filing of this opinion letter
as an exhibit to the Registration Statement, as amended (the "Registration
Statement"), filed by the Companies with the Securities and Exchange
Commission. We also consent to the reference to this firm under the caption
"Legal Matters" in the Registration Statement and in the related Prospectus. In
giving these consents, we do not admit that we are within the category of
persons whose consent is required under Section 7 of the Securities Act of
1933, as amended, or the rules and regulations of the Securities and Exchange
Commission.
Very truly yours,
VAN COTT, BAGLEY, CORNWALL & MCCARTHY
By /s/ Nathan W. Jones
---------------------------------
Nathan W. Jones