AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
AUSTIN ATTORNEYS AT LAW
BRUSSELS
DALLAS A REGISTERED LIMITED LIABILITY PARTNERSHIP
HOUSTON INCLUDING PROFESSIONAL CORPORATIONS
LONDON 590 MADISON AVENUE
LOS ANGELES 20TH FLOOR
MOSCOW NEW YORK, NY 10022
NEW YORK (212) 872-1000
PHILADELPHIA FAX (212) 872-1002
SAN ANTONIO WWW.AKINGUMP.COM
WASHINGTON
November 12, 1998
AKI, Inc.
1815 East Main Street
Chattanooga, Tennessee 37404
RE: AKI, INC.
10 1/2% SENIOR NOTES DUE 2008
Ladies and Gentlemen:
We have acted as counsel to AKI, Inc., a Delaware corporation
(the "Company"), in connection with the Company's offer to exchange (the
"Exchange Offer") $1,000 principal amount of 10 1/2% Senior Notes due 2008 (the
"New Notes") of the Company for each $1,000 principal amount of its issued and
outstanding 10 1/2% Senior Notes due 2008 (the "Old Notes") 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 Notes have been, and the New Notes will
be, issued pursuant to the provisions of an Indenture, dated as of June 25,
1998 (the "Indenture"), by and between the Company and IBJ Schroder Bank &
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 of the above referenced documents, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals and the
AKI, Inc.
November 12, 1998
Page 2
conformity to original documents of all documents submitted to us as certified
or photostatic copies.
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 Notes and, when issued, executed and authenticated in accordance with the
terms of the Indenture and delivered in exchange for the Old Notes in
accordance with the terms of the Exchange Offer, the New Notes 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.
We hereby consent to the filing of this opinion as Exhibit
5.1 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.