[LETTERHEAD OF KING & SPALDING]
404/572-4600 404/572-5100
February 17, 1998
Huntsman Packaging Corporation
500 Huntsman Way
Salt Lake City, Utah 84108
Re: Huntsman Packaging Corporation -- Registration
Statement on Form S-4 Relating to Exchange of 9 1/8%
Senior Subordinated Notes due 2007
Ladies and Gentlemen:
We have acted as special Georgia counsel to Huntsman Packaging
Corporation, a Utah corporation (the "Company"), and two of the Company's
wholly owned subsidiaries, Huntsman Packaging Georgia, Inc., a Georgia
corporation ("HPG"), and Huntsman United Films Corporation, a Georgia
corporation ("HUF" and, collectively with HPG, the "Georgia Subsidiaries"), in
connection with the execution and delivery of a certain Indenture, dated as of
September 30, 1997 (the "Indenture"), by and among the Company, the Georgia
Subsidiaries, certain other subsidiaries of the Company and The Bank of New
York, as trustee.
Capitalized terms used but not otherwise defined herein have their
respective meanings set forth in the Indenture.
In our capacity as such counsel, we have reviewed and considered such
matters of law and fact and examined and relied upon the accuracy of original,
certified, conformed, photographic or facsimile copies of the following:
(a) the Exchange Notes;
(b) the Guarantees;
(c) the Indenture;
(d) the Registration Statement on Form S-4 (the "Registration
Statement") filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), relating to the
exchange of an aggregate principal amount of up to $125,000,000 of the
Company's 9 1/8% Senior Subordinated Notes due 2007 for a like principal
February 17, 1998
Page 2
amount of its issued and outstanding 9 1/8% Senior Subordinated Notes due 2007
from the holders thereof;
(e) a certificate from each of the Georgia Subsidiaries
executed by an officer thereof, dated the date hereof (the "Officers'
Certificates"); and
(f) such other records, agreements, certificates and
documents as we have deemed necessary or appropriate as a basis for the
opinions set forth below.
The documents referred to in clauses (b) and (c) above are referred to
herein as the "Transaction Documents."
In all such examinations, we have assumed the genuineness of
signatures on original documents and the conformity to such original documents
of all copies submitted to us as certified, conformed, photographic or
facsimile copies and, as to certificates of public officials, we have assumed
the same to have been properly given and to be accurate. We also have relied,
as to various matters of fact relating to the opinions set forth below, upon
the representations and warranties contained in and made pursuant to the
Transaction Documents and upon certificates of public officials and the
Officers' Certificates. We have not generally acted as counsel to any of the
Company or the Georgia Subsidiaries and only have been engaged in connection
with the Transaction Documents and the rendering of this opinion.
Based upon the foregoing and subject to the limitations,
qualifications and assumptions set forth herein, we are of the opinion that:
1) Each of the Georgia Subsidiaries has the corporate power to
execute and deliver the Transaction Documents and to perform
its respective obligations thereunder.
2) Each of the Georgia Subsidiaries has taken all necessary
corporate action to duly authorize the execution and delivery
of the Transaction Documents and all performance by each such
company thereunder.
3) The execution and delivery by each of the Georgia
Subsidiaries of the Transaction Documents do not, and if each
such company were now to perform its respective obligations
under the Transaction Documents such performance would not,
result in any violation of their respective articles of
incorporation or bylaws or any existing statute, regulation,
rule or law of the State of Georgia to which the Georgia
Subsidiaries are subject.
The opinions herein are limited to the laws of the State of Georgia.
While certain attorneys in our firm have been admitted to practice in
jurisdictions other than the State of
February 17, 1998
Page 3
Georgia, they have not been consulted with respect to the opinions set forth
herein, and we express no opinion with respect to the laws of any other
jurisdiction or with respect to the effect of any such laws on the matters
dealt with herein.
Our opinions are limited to the matters expressed herein, and no other
opinions are or may be implied or inferred beyond the matters expressly stated.
Without limiting the generality of the foregoing, we express no opinion as to
the enforceability of any of the Transaction Documents, and we understand that
you are relying as to such matters upon an opinion of counsel provided to you
by Skadden, Arps, Slate, Meagher & Flom LLP.
The opinions expressed herein are furnished by us for the sole benefit
of the addressees, and no other person or entity shall be entitled to rely on
the opinions expressed herein without our written consent in each case, except
that Skadden, Arps, Slate, Meagher & Flom LLP is entitled to rely upon this
opinion for purposes of their opinion dated as of the date hereof. The opinions
expressed herein are given as of the date hereof, and we make no undertaking to
supplement such opinions if, after the date hereof, facts or circumstances come
to our attention or changes in the law occur which could affect such opinions.
We hereby consent to the filing of this opinion letter as an exhibit
to the Registration Statement and to the reference to us under the caption
"Legal Matters" in the prospectus included in the Registration Statement. In
giving such consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ King & Spalding
KING & SPALDING