EXHIBIT 5.1
SIDLEY AUSTIN BROWN & WOOD LLP
BEIJING BANK ONE PLAZA LOS ANGELES
10 S. DEARBORN STREET
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.
May 13, 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 such matters of fact, as we have considered relevant and
necessary as a basis for this opinion
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.
May 13, 2005
Page 2
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.
May 13, 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,
/s/ Sidley Austin Brown & Wood LLP
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