[Letterhead of Akin, Gump, Strauss, Hauer & Feld, L.L.P.]
October 9, 1998
AKI Holding Corp.
1815 East Main Street
Chattanooga, Tennessee 37404
RE: AKI HOLDING CORP.
13 1/2% SENIOR DISCOUNT DEBENTURES DUE 2009
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Ladies and Gentlemen:
We have acted as counsel to AKI Holding Corp., a Delaware corporation
(the "Company"), in connection with the Company's offer to exchange (the
"Exchange Offer") $1,000 principal amount of 13 1/2% Senior Discount Debentures
due 2009 (the "New Debentures") of the Company for each $1,000 principal amount
of its issued and outstanding 13 1/2% Senior Discount Debentures due 2009 (the
"Old Debentures") pursuant to a 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"). The Old
Debentures have been and the New Debentures will be issued pursuant to the
provisions of an Indenture, dated as of June 25, 1998 (the "Indenture"), by and
between the Company and State Street Bank and Trust Company, as trustee (the
"Trustee").
As such counsel, we have examined and are familiar with originals or
copies, certified or otherwise identified to our satisfaction, of such
corporate documents of the Company, certificates of public officials and
certificates of officers of the Company and such other documents and agreements
and records and papers as we have deemed necessary or appropriate in order to
render this opinion. Capitalized terms used herein but not otherwise defined
herein shall have the meaning ascribed to such terms in the Indenture.
In our examination, we have assumed the authenticity of all documents
submitted to us as originals, the signature of all parties (other than the
Company) to documents, the legal right and power of all parties (other than the
Company) to enter into and execute the documents to which they are a party and
to consummate the transactions contemplated therein, and the conformity to
original documents of all documents submitted to us as certified or photostatic
copies.
AKI Holding Corp.
October 9, 1998
Page 2
Based on the foregoing and subject to the qualifications set forth
herein, we are of the opinion that the Company has duly authorized the New
Debentures and, when issued, executed and authenticated in accordance with the
terms of the Indenture and delivered in exchange for the Old Debentures in
accordance with the terms of the Exchange Offer, the New Debentures will be the
legally valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms, subject (i) to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and similar laws
affecting creditors' rights generally and (ii) to general principles of equity,
(including, without limitation, standards of materiality, good faith, fair
dealing and commercial reasonableness), whether such principles are considered
in a proceeding at law or in equity.
We express no opinion concerning: (A) the enforceability of any waiver
of rights or defenses contained in the Indenture or (B) any right to
indemnification that may be limited by public policy considerations or court
decisions.
This law firm is a registered limited liability partnership organized
under the laws of the State of Texas. Our opinion relates only to the laws of
the State of New York and the federal law of the United States of America. We
express no opinion of the law of any other jurisdiction.
This opinion is limited to the matters stated herein, and no opinion
is implied or may be inferred beyond the matters expressly stated. We assume
herein no obligation, and hereby disclaim any obligation, to make any inquiry
after the date hereof or to advise you of any future changes in the foregoing
or of any facts or circumstances that may hereafter come to our attention. This
opinion letter is solely for your benefit and no other persons shall be
entitled to rely upon the opinions herein expressed.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the Prospectus forming a part of the Registration Statement.
In giving such consent, we do not hereby admit that we come within the category
of persons whose consent is required under Section 7 of the Securities Act or
the rules and regulations of the Securities and Exchange Commission thereof.
Very truly yours,
/S/ Akin, Gump, Strauss, Hauer & Feld, L.L.P.