1
EXHIBIT 5.1.1
Sonnenschein Nath & Rosenthal
1221 Avenue of the Americas
Suite 2400
New York, New York 10020
June 10, 1998
Home Products International, Inc.
4501 West 47th Street
Chicago, Illinois 60632
Ladies and Gentlemen:
You have requested our opinion as special securities counsel to Home
Products International, Inc., a Delaware corporation (the "Company"), in
connection with the preparation and filing of the Company's Registration
Statement on Form S-4 (the "Registration Statement") relating to the proposed
offer to exchange (the "Exchange Offer") the Company's 9 5/8% Senior
Subordinated Notes due 2008 (the "Exchange Notes"), for all outstanding 9 5/8%
Senior Subordinated Notes due 2008 (the "Original Notes") of the Company, such
Exchange Notes to be issued pursuant to an Indenture, dated as of May 14, 1998
(the "Indenture"), by and among the Company, certain of its subsidiaries (the
"Subsidiary Guarantors") and LaSalle National Bank, as Trustee (the "Trustee").
Payment of the Exchange Notes will be guaranteed by the Subsidiary Guarantors
in accordance with the terms of the Indenture (the "Subsidiary Guarantees" and,
together with the Exchange Notes, the "Securities").
We have participated in the preparation of the Registration Statement and,
in connection therewith, have examined and relied upon the originals or copies
of such records, agreements, documents and other instruments, and have made
such inquiries of such officers and representatives, as we have deemed relevant
and necessary as the basis for the opinion hereinafter set forth. In such
examination, we have assumed, without independent verification, the genuineness
of all signatures (whether original or photostatic), the legal capacity of
natural persons, the authenticity of all documents submitted to us as
originals, and the conformity to authentic original documents of all documents
submitted to us as certified or photostatic copies. We have assumed, without
independent verification, the accuracy of the relevant facts stated therein. In
making our examination of documents executed by parties other than the Company
and its subsidiaries, we have assumed that such parties had the power,
corporate or other, to enter into and perform all obligations thereunder and
have also assumed the due authorization by all requisite action, corporate or
other, and execution and delivery by such parties of such documents and the
validity and binding effect thereof. As to any other facts material to the
opinion expressed herein that were not independently established or verified,
we have relied upon statements and representations of officers and employees of
the Company.
Based upon the foregoing and subject to the assumptions and qualifications
set forth herein, we are of the opinion that the Securities have been duly
authorized, and when issued, assuming the due authentication of the Exchange
Notes by the Trustee, will be valid and binding obligations of the Company or
the respective Subsidiary Guarantors, as the case may be, enforceable against
them in accordance with their terms, except as such enforceability may be
limited by applicable bankruptcy, insolvency, fraudulent conveyance, fraudulent
transfer, reorganization, moratorium and similar laws affecting creditors'
rights and remedies generally and subject to general
2
principles of equity (regardless of whether enforcement is sought in a
proceeding at law or in equity).
The foregoing opinions are limited to the laws of the States of New York
and Illinois, the laws of the United States of America and the general
corporate law of the State of Delaware, and do not purport to express any
opinion on the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm and this opinion under
the heading "Legal Matters" in the prospectus comprising a part of such
Registration Statement and any amendment thereto. 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 of 1933, as amended, or the
rules and regulations of the Securities and Exchange Commission thereunder.
Except to the extent provided in the preceding paragraph, this opinion is
rendered solely to the Company in connection with the Exchange Offer and may
not be relied upon by, nor may copies be delivered to, any other person or
entity for any purpose without our prior written consent.
Very truly yours,
SONNENSCHEIN NATH & ROSENTHAL
By: /S/ PHILIP A. HABER
-------------------
Philip A. Haber
- -2-