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Exhibit 5.01
Robinson, Bradshaw & Hinson, P.A.
Attorneys at Law
101 North Tryon Street, Suite 1900
Charlotte, North Carolina 28246
Telephone (704)377-2536
Fax (704)378-4000
June 19, 2001
Caraustar Industries, Inc.
3100 Joe Jerkins Boulevard
Austell, Georgia 30106-3227
Re: Registration Statement on Form S-4
SEC File No. 333-60182
Ladies and Gentlemen:
We have acted as counsel to Caraustar Industries, Inc., a North
Carolina corporation (the "Company"), and to the subsidiaries of the Company
identified on Schedule 1 hereto (collectively, the "Guarantors"), in connection
with the above-referenced Registration Statement on Form S-4 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
relating to the issuance by the Company of $29 million aggregate principal
amount of the Company's 7 1/4% Senior Exchange Notes due 2010 and $285 million
aggregate principal amount of the Company's 9 7/8% Senior Subordinated Exchange
Notes due 2011 (collectively, the "Exchange Securities") and the issuance by the
Guarantors of guarantees (the "Exchange Guarantees"), with respect to the
Exchange Securities. The Exchange Securities and Exchange Guarantees will be
issued under indentures (collectively, the "Indentures"), dated as of March 29,
2001, between the Company, the Guarantors, and The Bank of New York, as Trustee.
The Exchange Securities will be offered by the Company in exchange for an
equivalent principal amount of the Company's currently outstanding 7 1/4% Senior
Notes due 2010 and 9 7/8% Senior Notes due 2011.
In connection with the opinions set forth below, we have examined the
Registration Statement and Indentures. We also have examined the originals, or
duplicates or certified or conformed copies, of such records, agreements,
instruments or other documents as we have deemed necessary or appropriate. In
rendering the opinions set forth below, we have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as duplicates or certified or photostatic copies,
and the authenticity of originals of such latter documents. As to certain
various factual matters relevant to the opinions set forth below, we have relied
upon certificates and oral and written statements and representations of public
officials and officers of the Company and the Guarantors, and we have not
undertaken any
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independent investigation to determine the existence or absence of any such
facts. We also have assumed that the Indentures are the valid and legally
binding obligations of the Trustee.
Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that:
1. When the Exchange Securities have been duly executed,
authenticated, issued and delivered in accordance with the
provisions of the Indentures upon the exchange, the Exchange
Securities will constitute valid and legally binding
obligations of the Company, enforceable against the Company in
accordance with their terms.
2. When the Exchange Securities have been duly executed,
authenticated, issued and delivered in accordance with the
provisions of the Indentures upon the exchange and the
Exchange Guarantees have been duly issued, the Exchange
Guarantees will constitute valid and legally binding
obligations of the Guarantors, enforceable against the
Guarantors in accordance with their terms.
Our opinions set forth above are subject to the effects of bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other similar
laws relating to or affecting creditors' rights generally and general equitable
principles (whether considered in a proceeding in equity or at law).
We render no opinion herein as to matters involving the laws of any
jurisdiction other than the States of North Carolina and New York, the federal
law of the United States and, to the extent applicable to our opinions expressed
in paragraph 2 above, the corporation, limited liability or partnership laws (as
applicable), of each jurisdiction identified on Schedule 1 hereto with respect
to each Guarantor, in each case as in effect on the date hereof.
This opinion letter is limited to the matters stated herein, and no
opinion is implied or may be inferred beyond the matters expressly stated.
We hereby consent to the reference of our firm under the heading "Legal
Matters" in the Registration Statement and to the filing of this opinion with
the Securities and Exchange Commission as an Exhibit to the Registration
Statement. In giving such consent, we do not concede that we are experts within
the meaning of the Securities Act or the rules and regulations thereunder or
that this consent is required by Section 7 of the Securities Act.
Very truly yours,
ROBINSON, BRADSHAW & HINSON, P.A.
/s/ Robinson, Bradshaw & Hinson, P.A.
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Schedule 1
Subsidiary Guarantors
State of Incorporation/
Name of Subsidiary Formation
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Austell Box Board Corporation Georgia
Austell Holding Company, LLC Georgia
Buffalo Paperboard Corporation New York
Camden Paperboard Corporation New Jersey
Caraustar, G.P. (a general partnership) South Carolina
Caraustar Custom Packaging Group, Inc. Delaware
Caraustar Custom Packaging Group (Maryland), Inc. Maryland
Caraustar Industrial & Consumer Products Group, Inc. Delaware
Caraustar Paperboard Corporation (name change to Caraustar Mill
Group, Inc. pending) Ohio
Caraustar Recovered Fiber Group, Inc. Delaware
Carolina Component Concepts, Inc. North Carolina
Carolina Converting Incorporated North Carolina
Carolina Paper Board Corporation North Carolina
Carotell Paper Board Corporation South Carolina
Chattanooga Paperboard Corporation Tennessee
Chicago Paperboard Corporation Illinois
Cincinnati Paperboard Corporation Ohio
Columbus Recycling, Inc. Georgia
Federal Transport, Inc. Ohio
Gypsum MGC, Inc. Delaware
Halifax Paper Board Company, Inc. North Carolina
McQueeney Gypsum Company Delaware
McQueeny Gypsum Company, LLC Delaware
New Austell Box Board Company Georgia
Paper Recycling, Inc. Georgia
PBL Inc. Delaware
Reading Paperboard Corporation Pennsylvania
Richmond Paperboard Corporation Virginia
Sprague Paperboard, Inc. Connecticut
Sweetwater Paper Board Company, Inc. Georgia