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EXHIBIT 5.1
[Letterhead of Kirkland & Ellis]
April 27, 1998
Sovereign Specialty Chemicals, Inc.
225 West Washington Street
Chicago, Illinois 60606
Re: 9 1/2% Senior Subordinated Notes due 2007, Series B
Ladies and Gentlemen:
We are acting as special counsel to Sovereign Specialty Chemicals, Inc., a
Delaware corporation (the "Company"), in connection with the proposed
registration by the Company of up to $125,000,000 in aggregate principal amount
of the Company's 9 1/2% Senior Subordinated Notes due 2007, Series B (the
"Exchange Notes"), pursuant to a Registration Statement on Form S-4 originally
filed with the Securities and Exchange Commission (the "Commission") on
November 3, 1997 under the Securities Act of 1933, as amended (the "Securities
Act") (such Registration Statement, as amended or supplemented, is hereinafter
referred to as the "Registration Statement"), for the purpose of effecting an
exchange offer (the "Exchange Offer") for the Company's 9 1/2% Senior
Subordinated Notes due 2007 (the "Old Notes"). We are also acting as special
counsel to Pierce & Stevens Corp., SIA Adhesives, Inc., OSI Sealants, Inc.,
Mercer Products Company, Inc. and Tanner Chemicals, Inc. (collectively, the
"Guarantors") as issuers of guaranties (collectively, the "Guaranties") of the
obligations of the Company under the Exchange Notes. The Exchange Notes and the
Guaranties are to be issued pursuant to the Indenture (the "Indenture"), dated
as of August 1, 1997, among the Company, the Guarantors and The Bank of New
York, as Trustee, in exchange for and in replacement of the Company's
outstanding Old Notes, of which $125,000,000 in aggregate principal amount is
outstanding.
In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we have deemed necessary for the purpose of this
opinion, including (i) the corporate and organizational documents of the Company
and each Guarantor, (ii) minutes and records of the corporate proceedings of the
Company and each Guarantor with respect to the issuance of the Exchange Notes
and the Guarantees, respectively, (iii) the Registration Statement and exhibits
thereto and (iv) the Registration Rights Agreement, dated as of August 5, 1997,
among the Company, the Guarantors, and Chase Securities Inc. and Donaldson,
Lufkin & Jenrette Securities Corporation.
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Sovereign Specialty Chemicals, Inc.
April 27, 1998
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For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as copies and the authenticity of the originals of all
documents submitted to us as copies. We have also assumed the genuineness of the
signatures of persons signing all documents in connection with which this
opinion is rendered, the authority of such persons signing on behalf of the
parties thereto other than the Company and the Guarantors, and the due
authorization, execution and delivery of all documents by the parties thereto
other than the Company and the Guarantors. As to any facts material to the
opinions expressed herein which we have not independently established or
verified, we have relied upon statements and representations of officers and
other representatives of the Company and others.
Based upon the subject to the foregoing qualifications, assumptions and
limitations and the further limitations set forth below, we are of the opinion
that:
(1) The sale and issuance of the Exchange Notes has been validly authorized
by the Company.
(2) The Guaranties have been validly authorized by each of the Guarantors.
(3) When, as and if (i) the Registration Statement shall
have become effective pursuant to the provisions of the Securities Act, (ii) the
Indenture shall have been qualified pursuant to the provisions of the Trust
Indenture Act of 1939, as amended, (iii) the Old Notes shall have been validly
tendered to the Company and (iv) the Exchange Notes shall have been issued in
the form and containing the terms described in the Registration Statement, the
Indenture, the resolutions of the Company's and each Guarantor's Board of
Directors (or authorized committee thereof) authorizing the foregoing and any
legally required consents, approvals, authorization and other order of the
Commission and any other regulatory authorities to be obtained, the Exchange
Notes when issued pursuant to the Exchange Offer will be legally issued and will
constitute valid and binding obligations of the Company and each Guarantie will
constitute the valid and binding obligation of the respective Guarantor.
Our opinions expressed above are subject to the qualifications that we
express no opinion as to the applicability of, compliance with, or effect of
(i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent
conveyance, moratorium or other similar law affecting the enforcement of
creditors' rights generally, (ii) general principles of equity or at law
(regardless of whether
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Sovereign Specialty Chemicals, Inc.
April 27, 1998
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enforcement is considered in a proceeding in equity or at law), and (iii) public
policy considerations which may limit the rights of parties to obtain certain
remedies.
Our advice on every legal issue addressed in this letter is based
exclusively on the federal law of the United States and the laws of the States
of Illinois and New York except that certain of the opinions are based on the
Delaware General Corporation Law (in the case of the Company and SIA Adhesives,
Inc.), on the New Jersey Business Corporation Act (in the case of Mercer
Products Company, Inc.) and on the Business Corporation Act of the State of New
Hampshire (in the case of Tanner Chemicals, Inc.). We advise you that we are not
admitted to practice in New Jersey or New Hampshire and our knowledge of the New
Jersey Business Corporation Act or the Business Corporation Act of the State of
New Hampshire for purposes of this opinion is limited to a reading of a copy of
those statutes as reproduced in the Prentice Hall Law and Business Corporation
Statutes; we did not review or attempt to identify New Jersey or New Hampshire
case law or any other New Jersey or New Hampshire law which might be relevant
for purposes of our opinions. Issues addressed by this letter may be governed in
whole or in part by other laws, but we express no opinion as to whether any
relevant difference exists between the laws upon which our opinions are based
and any other laws which may actually govern.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. We also consent to the reference to our firm under the
heading "Legal Matters" in the Registration Statement. In giving this 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 or the rules and regulations of
the Commission.
We do not find it necessary for the purposes of this opinion, and
accordingly we do not purport to cover herein, the application of the securities
or "Blue Sky" laws of the various states to the issuance of the Exchange Notes.
This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. We
assume no obligation to revise or supplement this opinion should the present
laws of the States of Delaware, New York or Illinois be changed by legislative
action, judicial decision or otherwise.
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Sovereign Specialty Chemicals, Inc.
April 27, 1998
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This opinion is furnished to you in connection with the filing of
the Registration Statement.
Very truly yours,
Kirkland & Ellis