Exhibit 5.1
SIDLEY AUSTIN BROWN & WOOD LLP
BEIJING BANK ONE PLAZA LOS ANGELES
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BRUSSELS CHICAGO, ILLINOIS 60603 NEW YORK
---- TELEPHONE 312 853 7000 ----
CHICAGO FACSIMILE 312 853 7036 SAN FRANCISCO
---- www.sidley.com ----
DALLAS SHANGHAI
---- FOUNDED 1866 ----
GENEVA SINGAPORE
---- ----
HONG KONG TOKYO
---- ----
LONDON WASHINGTON, D.C.
FORM OF SIDLEY AUSTIN BROWN & WOOD LLP OPINION FOR INITIAL FILING
[__], 2005
American Commercial Lines LLC
ACL Finance Corp.
1701 East Market Street
Jeffersonville, Indiana 47130
Re: American Commercial Lines LLC
ACL Finance Corp.
9 1/2% Senior Notes Due 2015
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-4 (the
"Registration Statement") being filed by American Commercial Lines LLC, a
Delaware limited liability company ("ACL"), and ACL Finance Corp., a Delaware
corporation ("ACL Finance," and together with ACL, the "Issuers"), and certain
affiliates of the Issuers named therein as guarantors and listed on Exhibit A
attached hereto (the "Guarantors") with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), relating to the registration of $200,000,000 principal amount of the
Issuers' 9 1/2% Senior Notes Due 2015 (the "Exchange Notes"), which are to be
offered in exchange for an equivalent principal amount of currently outstanding
9 1/2% Senior Notes Due 2015 (the "Old Notes"), all as more fully described in
the Registration Statement. The Old Notes were, and the Exchange Notes will be,
issued under the Indenture, dated as of February 11, 2005 (the "Indenture"), by
and among the Issuers, the guarantors from time to time parties thereto and
Wilmington Trust Company, as trustee (the "Trustee"). The Old Notes are, and the
Exchange Notes will be, guaranteed (the "Guarantees") by the Guarantors pursuant
to Article 10 of the Indenture. Old Notes that are accepted in exchange for
Exchange Notes will be cancelled and retired.
In rendering the opinions expressed below, we have examined
and relied upon copies of the Registration Statement, the Indenture, the form of
Exchange Notes and the forms of Guarantees. We have also examined originals, or
copies of originals certified to our satisfaction, of such agreements,
documents, certificates and other statements of governmental officials and other
instruments, and have examined such questions of law and have satisfied
ourselves as to
SIDLEY AUSTIN BROWN & WOOD LLP IS AN ILLINOIS LIMITED LIABILITY PARTNERSHIP
PRACTICING IN AFFILIATION WITH OTHER SIDLEY AUSTIN BROWN & WOOD PARTNERSHIPS
SIDLEY AUSTIN BROWN & WOOD CHICAGO
American Commercial Lines LLC
ACL Finance Corp.
[__], 2005
Page 2
such matters of fact, as we have considered relevant and necessary as a basis
for this opinion letter. We have assumed the authenticity of all documents
submitted to us as originals, the genuineness of all signatures, the legal
capacity of all natural persons and the conformity with the original documents
of any copies thereof submitted to us for our examination. In addition, we have
assumed that there will be no change in the laws currently applicable to the
Issuers and that such laws will be the only laws applicable to the Issuers.
Based on the foregoing, and subject to the qualifications and
limitations set forth below, we are of the opinion that:
1. ACL Finance and each of the Guarantors that is a
corporation are duly incorporated and validly existing under the laws of the
State of Delaware. ACL and each of the Guarantors that is a limited liability
company are duly formed and validly existing under the laws of the State of
Delaware.
2. The Exchange Notes have been duly authorized by each of the
Issuers and the Guarantees have been duly authorized by each of the Guarantors.
3. Upon effectiveness of the Registration Statement, as
finally amended (including all necessary post-effective amendments, if any),
under the Securities Act, qualification of the Indenture under the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act"), execution and
delivery of the Exchange Notes by the proper officers of the Issuers,
authentication thereof by the Trustee in accordance with the provisions of the
Indenture and receipt of the Old Notes by the Issuers in exchange for the
Exchange Notes, the Exchange Notes will be duly authorized and issued by the
Issuers and will constitute valid and binding obligations of the Issuers except
to the extent enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent transfer or other similar
laws relating to or affecting the enforcement of creditors' rights generally and
by the effect of general principles of equity (regardless of whether
enforceability is considered in a proceeding in equity or at law).
4. Upon effectiveness of the Registration Statement, as
finally amended (including all necessary post-effective amendments, if any),
under the Securities Act, qualification of the Indenture under the Trust
Indenture Act, execution and delivery of the Exchange Notes by the proper
officers of the Issuers, authentication thereof by the Trustee in accordance
with the provisions of the Indenture, receipt of the Old Notes by the Issuers in
exchange for the Exchange Notes and execution and delivery of the Guarantees by
the proper officers of the Guarantors, the Guarantees will constitute valid and
binding obligations of the Guarantors except to the extent enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer or other similar laws relating to or affecting the
enforcement of creditors' rights generally and by the effect of general
principles of equity (regardless of whether enforceability is considered in a
proceeding in equity or at law).
SIDLEY AUSTIN BROWN & WOOD CHICAGO
American Commercial Lines LLC
ACL Finance Corp.
[__], 2005
Page 3
This opinion letter is limited to the laws of the State of New
York, the General Corporation Law of the State of Delaware, the Limited
Liability Company Act of the State of Delaware and the federal laws of the
United States of America. We do not find it necessary for the purposes of this
opinion letter to cover, and accordingly we express no opinion as to, the
application of the securities or blue sky laws of the various states or the
District of Columbia to the exchange of the Exchange Notes, as contemplated by
the Registration Statement. We assume no obligation to update or supplement this
letter to reflect any facts or circumstances which may hereafter come to our
attention with respect to the opinions expressed above, including any changes in
applicable law which may hereafter occur.
We hereby consent to the filing of this opinion letter as an
Exhibit to the Registration Statement and to the reference to our firm under the
caption "Legal Matters." In giving such consent, we do not thereby admit that we
are within the category of persons for whom consent is required by Section 7 of
the Securities Act or the related rules promulgated by the Commission
thereunder.
Very truly yours,
EXHIBIT A
American Barge Line Company
Commercial Barge Line Company
Louisiana Dock Company LLC
Jeffboat LLC
American Commercial Terminals LLC
American Commercial Barge Line LLC
American Commercial Logistics LLC
ACBL Liquid Sales LLC
American Commercial Lines International LLC
Houston Fleet LLC
American Commercial Terminals--Memphis LLC
Orinoco TASA LLC
Orinoco TASV LLC